2013715173232IM - Pantloon - 15 July 2013 - FINAL

Information Memorandum
PANTALOONS FASHION & RETAIL LIMITED

(A Public Company Incorporated as Peter England Fashions and Retail Limited on April 19, 2007 under the
Companies Act, 1956. The name of the company was changed to Pantaloons Fashion & Retail Limited on April
23, 2013. CIN No. - U18101MH2007PLC233901)
INFORMATION MEMORANDUM
Corporate & Registered Office:

701-704, 7th Floor, Skyline Icon Business Park, 86-92, Off. Andheri-Kurla Road,
Marol Village, Andheri (East), Mumbai- 400059, India.
Tel : +91-8652 90 5000 , Fax: +91- 8652 90 5400 , E-mail : geetika.anand@adityabirla.com
Complaince Officer & Contact Person- Ms. Geetika Anand
Information memorandum for the listing of 9,27,93,529 Equity Shares of Rs. 10 each fully paid-up.
NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED PURSUANT TO THIS INFORMATION

MEMORANDUM
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest in the
equity shares of Pantaloons Fashion & Retail Limited unless they can afford to take the risk of losing part or all
of their investment. Investors are advised to read the Risk Factors on page 7 of this Information Memorandum
carefully before taking an investment decision in the shares of Peter England Fashions and Retail Limited. For
taking an investment decision, investors must rely on their own examination of the Company including the risks
involved.
ABSOLUTE RESPONSIBILITY OF PANTALOONS FASHION & RETAIL LIMITED

Pantaloons Fashion and Retail Limited having made all reasonable inquiries, accepts responsibility for, and
confirms that this Information Memorandum contains all information with regard to Pantaloons Fashion &
Retail Limited, which is material, that the information contained in this Information Memorandum is true and
correct in all material aspects and is not misleading in any material respect, that the opinions and intentions
expressed herein are honestly held and that there are no other facts, the omission of which makes this
Information Memorandum as a whole or any of such information or the expression of any such opinions or
intentions misleading in any material respect.
LISTING
The Equity Shares of the Company are proposed to be listed on the BSE Limited (BSE) and the National Stock
Exchange of India Limited (NSE).The Company has submitted this Information Memorandum with BSE and
NSE and the same has been made available on the Companys website viz.www.pantaloons.com The
Information Memorandum would also be made available on the website of BSE (www.bseindia.com) and NSE
(www.nseindia.com).
ADVISOR TO THE COMPANY REGISTRAR AND SHARE TRANSFER AGENT
Axis Capital Limited

Link Intime India Private Limited
1st Floor, Axis House
C-13, Pannalal Silk Mills Compound;
C-2, Wadia International Centre
LBS Marg, Bhandup (West), Mumbai - 400 078.
P.B. Marg, Worli
Tel No.: +91 22 25967878
Mumbai 400025, India
Fax No.: +91 22 25960329.
Tel.: +91 22 4325 3101
Email: mumbai@linkintime.co.in
Fax: +91 22 4325 3000
Contact Person: Mr.Pravin Kasare
Website: www.axiscapital.co.in
SEBI Registration No.: INM000012029
TABLE OF CONTENTS
Sr. No. Particulars Page No.
I. DEFINITIONS, ABBREVIATIONS AND INDUSTRY RELATED TERMS 3

II. RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF 7
III. INDUSTRY AND BUSINESS OVERVIEW 12
IV. CAPITAL STRUCTURE SHARE CAPITAL 20
V. OBJECTS AND RATIONALE OF THE SCHEME 29
VI. STATEMENT OF POSSIBLE TAX BENEFITS 32
VII. COMPANY HISTORY & MANAGEMENT ABOUT PANTALOONS FASHION &
RETAIL LIMITED 43
VIII. MANAGEMENT 51
IX. PROMOTER, PROMOTER GROUP AND GROUP COMPANIES 53
X. FINANCIAL STATEMENTS 86
XI. DIVIDEND POLICY 94
XII. DETAILS & FINANCIAL HIGHLIGHTS OF COMPANIES UNDER SAME
MANAGEMENT 95
XIII. MANAGEMENT DISCUSSION AND ANALYSIS 96
XIV. OUTSTANDING LITIGATIONS, DEFAULTS AND MATERIAL DEVELOPMENTS 102
XV. GOVERNMENT APPROVALS 144
XVI. ARTICLES OF ASSOCIATION 145
XVII. DOCUMENTS FOR INSPECTION 183
XVIII. DECLARATION 184
2
I. DEFINITIONS, ABBREVIATIONS AND INDUSTRY RELATED TERMS
Act The Companies Act, 1956.

Articles/ Articles of Articles of Association of the Company
Association
Appointed Date Opening of business on July 1, 2012
Board Board of Directors of the Company
BSE Bombay Stock Exchange Limited.
CDSL Central Depository Services (India) Limited.
Business Business means the fashion retail business of the Demerged Company
undertaken under the brand name Pantaloons and variations thereof
(including, Pantaloons Fresh Fashion) from dedicated retail stores (which
inter alia, as of June 30, 2012 constituted 90 operating stores which includes
factory outlets and 18 stores which are under process), both in value and
lifestyle segments, retailing a range of clothing and apparels in mens, ladies,
and kids wear in both western wear and ethnic wear categories, lifestyle
products, home products and accessories to each category under brands, labels
and trademarks belonging to the Demerged Company or licensed from
members of the Future Group as well as third party brands, labels and
trademarks including, inter alia, owned brands of the Demerged Company and
licenses of third party brands of products being sold, contracts with suppliers
and vendors, delivery and warehousing arrangements, information
technology, and such other activities and undertakings required for
undertaking the foregoing on a pan-India basis
Demerged Undertaking Demerged Undertaking means the undertakings, business, activities and
operations of the Demerged Company pertaining to the Business on a going
concern basis, and as described in detail in the Scheme.
Depositories Act The Depositories Act, 1996 as amended from time to time.
Depository A Depository registered with SEBI under the SEBI (Depositories &
Participants) Regulations, 1996 as amended from time to time.
Directors Directors on the Board of the Company
DP Depository Participant.
Effective Date April 08, 2013, being the date on which the Scheme became effective in
accordance with its terms.
Equity Shareholders Equity Shareholders of the Company.
Equity Shares Fully paid-up shares of Rs.10/- each of the Company.
FDI Regulation The current consolidated FDI Policy, effective from April 10, 2012, issued by
the Department of Industrial Policy and Promotion, Ministry of Commerce
and Industry, Government of India, and any modifications thereto or
substitutions thereof, issued from time to time
Future Retail Limited / Future Retail Limited is a company incorporated under the Companies Act,
Transferor Company / 1956 having its registered office at Knowledge House, Shyam Nagar, off.
Demerged Company/ FRL Jogeshwari-Vikhroli Link Road, Jogeshwari (East), Mumbai 400060.
Future Retail Limited was incorporated on October 12, 1987 under the
Companies Act, 1956 under the name Manz Wear Private Limited. The
name of FRL was further changed to Manz Wear Limited with effect from
September 20, 1991. The name of FRL was further changed to Pantaloon
Fashion (India) Limited with effect from September 25, 1991. The name of
FRL was further changed to Pantaloon Retail (India) Limited with effect
from July 07, 1999. The name of FRL was further changed to its present name
Future Retail Limited with effect from March 16, 2013.
In the Scheme of Arrangement, this company is defined as the Demerged
Company.
High Court Honble High Court of Bombay
3
Information Memorandum This document as filed with the Stock Exchanges.

MoA / Memorandum of Memorandum of Association of the Company
Association
MCA Ministry of Corporate Affairs.
Mn Million
NSDL National Securities Depository Limited.
NSE National Stock Exchange of India Limited.
OFCDs Optionally Fully Covertible Debentures
Promoters Indigold Trade And Services Limited, Aditya Birla Nuvo Limited
Promoter Group Birla Sun Life Insurance Company Ltd., Aditya Birla Financial Services Pvt.
Ltd., ABNL Investment Ltd., Aditya Birla Housing Finance Ltd. (LIL
Investment Ltd.); Aditya Birla Capital Advisors Pvt. Ltd., Aditya Birla
Trustee Company Pvt. Ltd., Aditya Birla Securities Pvt. Ltd., Aditya Birla
Customer Services Pvt. Ltd., Aditya Birla Finance Ltd., Aditya Birla
Insurance Brokers Ltd., Aditya Birla Financial Shared Services Ltd., Aditya
Birla Money Insurance Advisory Services Ltd., Aditya Birla Money Mart
Ltd., Aditya Birla Money Ltd., Aditya Birla Commodities Broking Ltd., Birla
Sun Life Trustee Company Pvt. Ltd., Birla Sun Life Asset Management
Company Ltd, Aditya Birla Sun Life Asset Management Company Pte. Ltd.-
Singapore; Aditya Birla Sun Life Asset Management Company Ltd-Dubai;
Birla Sun Life AMC (Mauritius) Ltd.-Mauritius; India Advantage Fund Ltd.-
Mauritius; Aditya Birla Minacs Worldwide Ltd. (Transworks Information
Services Limited); Aditya Birla Minacs Worlwide ., Inc (Minacs Worldwide,
Inc.); Aditya Birla Minacs Philippines Inc, Philippines (Transworks BPO
Philippines, Inc.); AV Transworks Ltd, Canada (1694976 Ontario Limited);
The Minacs Group (USA), Inc., USA; Minacs Worldwide S.A. de C.V.,
Mexico; Minacs Ltd., UK, Minacs Worldwide GmbH, Germany; Minacs
KFT, Hungary; Aditya Birla Minacs BPO Limited, UK (Compass BPO Ltd);
Aditya Birla Minacs BPO Private Limited (Compass Business Process
Outsourcing Private Limited); Bureau of Collection Recovery, LLC; Bureau
of Collection Recovery (BCR), Inc; Madura Garments Lifestyle Retail
Company Ltd.; Aditya Vikram Global Trading House Ltd.; Indigold Trade
and Services Ltd.; Shaktiman Mega Food Park Pvt. Ltd.; Birla Group
Holdings Private Limited; Shri Kumar Mangalam Birla; Shri Aditya Vikram
Kumar Mangalam Birla HUF; Smt. Rajashree Birla; Smt. Neerja Birla; Smt.
Vasavadatta Bajaj; TGS Investment And Trade Private Limited; Trapti
Trading And Investments Private Limited; Turquoise Investments And
Finance Private Limited; Birla Consultants Limited; Birla Industrial Finance
India Limited; Birla Industrial Investment India Limited; ECE Industries
Limited; Grasim Industries Limited; Heritage Housing Finance Limited;
Hindalco Industries Limited; IGH Holdings Private Limited; Mangalam
Services Limited; Manav Investment And Trading Company Limited; Pilani
Investment & Industries Corporation Limited; Umang Commercial Company
Limited; P.T. Indo Bharat Rayon; P.T. Sunrise Bumi Texiles; P.T. Elegant
Textile Industry; ABNL IT & ITES Limited; Idea Cellular Ltd., Birla
Securities Ltd., Aditya Birla Science & Technology Ltd., Birla Management
Centre Services Ltd., Aditya Birla Port Limited
RBI Reserve Bank of India.
Record Date Record Date is April 18, 2013 as announced by the Demerged Company.
Registrar and Share Transfer Link Intime India Private Limited, C-13, Pannalal Silk Mills Compound, LBS
Agent / Registrars / Marg, Bhandup (West), Mumbai - 400 078. Tel: +91 22 25967878, Fax: +91
22 25960329.
Remaining Undertaking Remaining Undertaking means collectively, all assets, rights, properties,
liabilities, undertakings and businesses of the Demerged Company which
were not part of the Demerged Undertaking.
4
RoC, Registrar of Companies Registrar of Companies, Maharashtra, Mumbai.

Pantaloons Fashion & Company incorporated as Peter England Fashions and Retail Limited on April
Retail Limited/ Peter 19, 2007 under the Companies Act, 1956. The name of the company was
England Fashions and changed to Pantaloons Fashion & Retail Limited on April 23, 2013.
Retail Limited / Company
/ Resulting Company / In the Scheme of Arrangement, this company is defined as the Resulting
Company.
Scheme / Scheme of Scheme of Arrangement between Future Retail Limited, Peter England
Arrangement Fashions and Retail Limited, and their respective shareholders and creditors
and Indigold Trade and Services Limited (as the shareholder of Peter England
Fashions and Retail Limited), for demerger of the Demerged Undertaking of
Future Retail Limited in favour of Pantaloons Fashion & Retail Limited, and
other conditions as set out in the Section titled OBJECTS AND
RATIONALE OF THE SCHEME
Aforesaid Scheme was approved by the Honble High Court of Mumbai on

March 01, 2013. The High Court order was filed with the Registrar of
Companies, Mumbai on April 08, 2013. The Scheme became effective from
April 08, 2013 in accordance with the terms of the Scheme.
SCRR Securities Contract Regulation (Rules),1957
SEBI Securities and Exchange Board of India.
SEBI Act Securities and Exchange Board of India Act, 1992.
SEBI Regulations Extant Regulations issued by SEBI, constituted under the SEBI Act (as
amended), called Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2009, as amended, including
instructions and clarifications issued by SEBI from time to time.
Stock Exchanges The BSE and the NSE.
ABNL Aditya Birla Nuvo Ltd.
PFRL Peter England Fashions and Retail Limited/ Pantaloons Fashion & Retail
Limited
ITSL Indigold Trade and Services Ltd
PRIL Pantaloon Retail (India) Ltd.
In the Information Memorandum all reference to Rs refer to Rupees, the lawful currency of India, reference to
one gender also refers to all other genders and the word Lakh or Lac means one hundred thousand and the
word million means ten lacs and the word crore means ten million.
5
Certain Conventions; Use of Market Data
Unless stated otherwise, the financial data in this Information Memorandum is derived from our financial
statements. The fiscal year commences on April 1 and ends on March 31 of each year, so all references to a
particular fiscal year are to the twelve month period ended March 31 of that year. In this Information
Memorandum, any discrepancies in any table between the total and the sums of the amounts listed are due to
rounding.
All references to India contained in this Information Memorandum are to the Republic of India. All references
to Rupees or Rs. are to Indian Rupees, the official currency of the Republic of India.
For additional definitions, please see the section titled Definitions, Abbreviations and Industry Related Terms
of this Information Memorandum.
Unless stated otherwise, industry data used throughout this Information Memorandum has been obtained from
the published data and industry publications.
The information included in this Information Memorandum about various other companies is based on their
respective Annual Reports and information made available by the respective companies.
The information relating to FRL presented in this document is provided by the management of PFRL based on
information received from FRL.
Forward-Looking Statements
We have included statements in this Information Memorandum which contain words or phrases such as will,
aim, will likely result, believe, expect, will continue, anticipate, estimate, intend, plan,
contemplate, seek to, future, objective, goal, project, should, will pursue and similar
expressions or variations of such expressions, that are forward-looking statements. Similarly, statements that
describe our objectives, plans or goals also are forward-looking statements. Actual results may differ materially
from those suggested by the forward-looking statements due to risks or uncertainties associated with our
expectations with respect to, but not limited to:
General economic and business conditions in India and other countries;

Regulatory changes and our ability to respond to them;
Our ability to successfully implement our strategy, our growth and expansion plans;
Technological changes;
Changes in domestic and foreign laws, regulations and taxes and changes in competition in our industry.
The monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates,
foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in
India and globally;
For further discussion of factors that could cause our actual results to differ, see the section titled Risk Factors
of this Information Memorandum. By their nature, certain market risk disclosures are only estimates and could
be materially different from what actually occurs in the future. As a result, actual future gains or losses could
materially differ from those that have been estimated.
We do not have any obligation to, and do not intend to, update or otherwise revise any statements reflecting
circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the
underlying assumptions do not materialize.
6
II. RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF
Introduction:
This is only a summary of Risk Factors. Investors should read the following summary with the Risk Factors
mentioned and the more detailed information about us and our financial statements included elsewhere in this
Information Memorandum. Unless specified or quantified in the relevant risk factors below, we are not in a
position to quantify the financial or other implication of any of the risks described in this section. The
numbering of the risk factors has been done to facilitate ease of reading and reference and does not in any
manner indicate the importance of one risk over another.
RISKS RELATING TO OUR BUSINESS
The Risk Factors have been determined on the basis of their materiality. The following factors have been
considered for determining the materiality:
Some events may not be material individually but may be found material collectively.
Some events may have material impact qualitatively instead of quantitatively.
Some events may not be material at present but may be having material impact in future.
The risk factors are as envisaged by the management along with the proposals to address the risk if any.
INTERNAL RISK FACTORS
1. Our business depends on the continuing employment of the management team, and skilled personnel
and our ability to retain and attract talented personnel
We are dependent on our management team. Our ability to meet future business challenges depends on their
continuation and our ability to attract and recruit talented and skilled personnel. We face competition in
recruiting and retaining skilled and professionally qualified staff. The loss of key personnel or any inability to
manage the attrition levels in different employee categories may materially and adversely impact our business,
our ability to grow and our control over various business functions.
2. Our product offering includes a range of fashion merchandise and thus it is critical to promptly
identify and respond to changing customer preferences or evolving trends for our continued
operations.
We are a retailer of fashion products. Our success depends on the ability to meet our customers need on a
continuing basis. Fashion business is seasonal & constantly changing with changing in customer preferences,
income levels & demographics. There may be a risk of lack of innovation in merchandise offerings due to
conservative selection of designs, miscommunication of brand promise and strong personal preferences of
people involved in decision making. Our success depends upon our ability to anticipate and respond to the
changing customer lifestyle & preferences in a timely manner, failure of which may affect the business.
3. We are dependent upon our loyalty programmes for retention of our customers. Any shift in
spending patterns & shopping preferences of our customers may have an adverse impact on our
performance.
We have loyalty programme across our retail formats with an aim of maintaining customer loyalty. Under this
programme, points are credited for purchases made in our stores. We have around 3.7 Mn members enrolled
currently who are our loyal customers. These customers account for around two third of our revenues. Any shift
of the preference or loyalty of this customer base or any change in their spending patterns may impact the
business performance.
4. Any dispute on the title /ownership rights/development rights of our landlords in future, from whose
real estate premises we operate, may impact operations of our stores/offices/distribution centres
All the real estate from which we operate our stores/offices/distribution centres are taken by us on long term
lease or sub-lease or leave and licence or conducting basis and /or other contractual arrangements basis either
7
from third parties or from promoters of Future Group. We may in future also enter into such transactions with
third parties in line with the expansion of the business. Any dispute on the title /ownership rights/development
rights of our landlords from whose real estate premises we operate our stores may impact our business
operations
5. Our business is highly dependent on Supply Chain Management. Inefficient supply chain
management by us or third parties may affect our business and our results of operations.
The success of our business is dependent on effective supply chain management. Our supply chain stretches
from suppliers to final customers. Ensuring availability of shelf space for our products requires quick turnaround
times and high level of coordination with suppliers. Any constraints in the supply chain encompassing the
process from suppliers to the final customers can have a serious impact on the performance of the Company.
6. We are subject to potential litigation proceedings and it cannot be assured that we will prevail in
these proceedings
We are defendants in legal proceedings incidental to our business and operations arising in due course in future.
Should any new developments arise, such as a change in Indian law or rulings against us by appellate courts or
tribunals, we may need to make provisions in our financial statements, which could adversely impact our
business results. Furthermore, if significant claims are determined against us and we are required to pay all or a
portion of the disputed amounts, it could have an adverse effect on our business and profitability.
7. The business and future results of operations of the Company may be adversely affected if it is not
able to identify and acquire quality retail space in line with retail expansion plans.
The Companys expansion plans involve risks and difficulties, many of which are beyond its control and
accordingly there can be no assurance that the Company will be able to complete its plans on schedule or
without incurring additional expenditures or at all. The Companys success will depend on, among other things,
its ability to assess potential markets, time its capital investments, attract new customers in India and maintain
and enhance its position with its current customers in India, obtain timely all the necessary government & other
regulatory approvals, maintain sufficient operational and financial controls and successfully integrate the new
facilities with the existing facilities. There can be no assurance that the Companys expansion plans will result
in it achieving the sales that it expects to, or that it will be able to, achieve the targeted return on investment on
the expansion plans.
The Companys future results of operations may be adversely affected if it is unable to implement its growth
strategies successfully.
8. Premises occupied by us for retail stores are on leasehold basis. Inability to execute or renew lease
arrangements on favourable terms may materially affect our business & profitability.
Our stores are operated from premises which are acquired on long-term leasehold or leave and license basis or
on the basis of other contractual agreements with third parties. If we are unable to execute or renew lease
arrangements on favourable terms or at all, or enforce our rights with respect to occupation of existing
properties, this may lead to time and cost overruns and may have a material adverse effect on our business,
financial performance.
9. Squeeze in Margins
There may be a risk of increased costs on account of high retailing cost, increasing overheads and also increase
in the price of raw materials, which may squeeze our margins and overall profitability.
10. Working capital blockage or financial/ market loss due to ineffective inventory management
Inaccurate demand forecasting or delayed shipments may result in dormant inventory resulting in lower sales
and higher inventory turns. This may lead to lower margins and working capital blockage
11. Inability to secure outsourcing capacities and critical outsourced processes/ techniques
8
Risk due to dependency on outsourcing on account of following critical processes and manufacturing
techniques, which provide competitive advantage, being adopted by the outsourcing partners for own products
or competitors products and also there may be a risk of Outsourcing partners making their capacity available to
competitors
12. We rely extensively on our IT systems and any disruption in the system or any failure may impact
business.
Our business uses IT system extensively for connectivity across our business functions through our software,
hardware and other connectivity systems. The business processes are also IT enabled and any disruption with
the functioning of the IT system could affect the business operations.
13. We may not have adequate insurance to cover any and all losses incurred in our business operations.
Our business operations are subject to risks such as fire, theft, flood, earthquakes and terrorism. We may not
have adequate insurance to cover any and all losses incurred in our business operations.
EXTERNAL RISK FACTORS
14. Competition in the Industry:
We operate in a competitive scenario comprising of Indian and multinational players resulting in a stiff
competition from these players. We may face stiff competition due to recent amendments in FDI regulations
relaxing the entry barriers in our industry and this may affect our competitive positioning and profitability.
15. Changes in Government policies
Changes in Government policy, changes in interest rates, revision of duty structure, changes in tax laws,
changes in environmental regulations and emission norms etc. may have an adverse impact on the profitability
of the company. Due to the competitive nature of the market, the cost increases as a result of these changes may
not be easily passed on to the customers.
16. Political instability or changes in the Government may delay the liberalisation of the Indian
economy and adversely affect economic conditions in India generally, which may impact our
business, financial results and results of operations
The Government of India has traditionally exercised and continues to exercise influence over many aspects of
the economy. Our business and the market price and liquidity of our Equity Shares may be affected by interest
rates, changes in Government policy, taxation, social and civil unrest and other political, economic or other
developments in or affecting India. Since 1991, successive Indian Governments have pursued policies of
economic liberalisation and financial sector reforms. The current Government, which was re-elected to power in
May 2009, is headed by the Indian National Congress and is a coalition of several political parties. Although the
current Government has announced policies and taken initiatives that support the economic liberalisation
policies that have been pursued by previous Governments, the rate of economic liberalisation may change, and
specific laws and policies affecting commodity futures, foreign investment and other matters affecting
investment in our securities may change as well. However, there can be no assurance that such policies will be
continued. A change in the Government in future may result in a significant change in the Governments
policies that may adversely affect business and economic conditions in India and may also adversely affect our
business, financial condition and results of operations.
17. Legal and Compliance Risk
We are subject to extensive regulation by SEBI, Stock Exchanges, RBI and other market regulators in India.
New laws/rules and changes in any law and application of current laws/rules could affect the manner of
operations and profitability.
18. Sensitivity to economy and extraneous factors
Our business performance is highly correlated with the economy. The macro economic variables such as
9
consumer spending, unemployment levels affect the business performance of the company. Any adverse
development on economic front may affect the profitability, particularly; adverse impact of slowdown of global
economies on the Indian Economy may in turn affect the consumer spending. Similarly, the foreign exchange
rate fluctuations may have an adverse impact on the profitability.
19. Terrorist attacks and other acts of violence
Terrorist attacks and other acts of violence or war may adversely affect Indian and worldwide financial markets.
These acts may result in loss of business confidence and have other consequences that could adversely affect our
business, results of operations and financial condition. Increased volatility in the financial markets can have an
adverse impact on the economies of India and other countries, including economic recession. Further any act of
violence in malls which could be likely target of such unforeseen acts of violence (including any terrorist
attacks) may impact the retail business
20. Natural calamities could have a negative impact on the Indian economy and cause our business to
suffer.
India has experienced natural calamities such as earthquakes, tsunami, floods and drought in the past few years.
The extent and severity of these natural disasters determines their impact on the Indian economy. Prolonged
spells of below normal rainfall or other natural calamities could have a negative impact on the Indian economy,
adversely affecting our business.
RISKS RELATING TO OUR INDUSTRY
21. Slowdown/ deceleration of the Indian economy.
The level of general economic activity in India and, more specifically housing and construction sectors, have a
direct impact on demand for the Companys products. The level of economic activity is influenced by a number
of factors, including national and international economic activity, political and regulatory policy, and climatic
conditions such as monsoons and drought, prices of international crude oil, etc. If the pace of growth of the
Indian economy slows or turns negative, the business, financial condition and future results of operations of the
Company would be materially and adversely affected.
22. The Fashion business is seasonal in nature due to occurrence festivals. Any material decline in sales
during this period could have adverse effect on our profitability.
The sale of apparel, footwear & accessories is affected by festive & marriage seasons. Accordingly, revenues
recorded in the second & fourth quarter of our financial year are traditionally lower, compared to revenues
recorded during the first & third quarter of the financial year.
23. Taxes and other levies imposed by the Government of India or State Governments relating to the
Companys business may have a material adverse effect on the demand of its products
Taxes and other levies imposed by the Central or State Governments that affect the industry include:
Custom duty on import of raw material and components
Excise duty on certain raw material and final product
Central and State sales tax / value added tax, service tax
These taxes and levies affect the cost of production of Apparel and also affects the consumer spends. An
increase in any of these taxes or levies, or the imposition of new taxes or levies in future, may have a material
adverse impact on the business, profitability and financial condition of the Company.
RISKS RELATING TO THE INVESTMENT IN OUR EQUITY SHARES:
24. Our Equity Shares may experience price and volume fluctuations or an active trading market for
our Equity Shares may not develop.
The price of the Equity Shares may fluctuate as a result of several factors, including volatility in the Indian and
global securities markets, the results of our operations, the performance of our competitors, developments in the
Indian fashion industry and changing perceptions in the market about investments in the Indian fashion industry,
10
adverse media reports on us or the Indian fashion industry, changes in the estimates of our performance or
recommendations by financial analysts, significant developments in Indias economic liberalisation and
deregulation policies, and significant developments in Indias fiscal regulations.
There has been no recent public market for the Equity Shares prior to the listing of the Equity Shares and an
active trading market for the Equity Shares may not develop or be sustained after the listing of Equity Shares.
Further, the price at which the Equity Shares are initially traded may not correspond to the prices at which the
Equity Shares will trade in the market subsequent to the listing of Equity Shares.
25. Any future issuance of Equity Shares may dilute prospective investors shareholding and sales of
our Equity Shares by major shareholders may adversely affect the trading price of the Equity
Shares.
Any future equity issuances by us, may lead to the dilution of investors shareholdings in our Company. Any
future equity issuances by us or sales of our Equity Shares by major shareholders may adversely affect the
trading price of the Equity Shares. In addition, any perception by investors that such issuances or sales might
occur could also affect the trading price of our Equity Shares.
26. Conditions in the Indian securities market may affect the price or liquidity of the Equity Shares.
The Indian securities markets are smaller than securities markets in more developed economies. Indian stock
exchanges have in the past experienced substantial fluctuations in the prices of listed securities. These
exchanges have also experienced problems that have affected the market price and liquidity of the securities of
Indian companies, such as temporary exchange closures, broker defaults, settlement delays and strikes by
brokers. In addition, the governing bodies of the Indian stock exchanges have from time to time restricted
securities from trading, limited price movements and restricted margin requirements. Further, disputes have
occurred on occasion between listed companies and the Indian stock exchanges and other regulatory bodies that,
in some cases, have had a negative effect on market sentiment. If similar problems occur in the future, the
market price and liquidity of the Equity Shares could be adversely affected.
27. There may be restrictions on daily movements in the price of the Equity Shares, which may
adversely affect a shareholders ability to sell, or the price at which it can sell, Equity Shares at a
particular point in time.
Upon listing and trading of the Equity Shares, we may be subject to a daily circuit breaker imposed by all stock
exchanges in India, which may not allow transactions beyond certain volatility in the price of the Equity Shares.
This circuit breaker operates independently of the index based market-wide circuit breakers generally imposed
by SEBI on Indian stock exchanges. The percentage limit on our circuit breaker may be set by the stock
exchanges based on the historical volatility in the price and trading volume of the Equity Shares. The stock
exchanges may not inform us of the percentage limit of the circuit breaker from time to time, and may change it
without our knowledge. This circuit breaker effectively limits the upward and downward movements in the
price of the Equity Shares. As a result of this circuit breaker, there can be no assurance regarding the ability of
shareholders to sell the Equity Shares or the price at which shareholders may be able to sell their Equity Shares.
11
III. INDUSTRY AND BUSINESS OVERVIEW
Summary
You should read the following summary together with the risk factors and the more detailed information about
us and our financial results included elsewhere in this Information Memorandum. The information presented in
this section has been extracted from publicly available documents and industry publications.
Indian Economy
Indias economic stature has grown significantly in the last decade. India has become the fouth largest economy
in terms of purchasing power parity in the world. Economic growth took steep jump post liberalization in 1991.
Average annual GDP growth rose to 7.3 per cent in the 2000s from 5.7 per cent in the 1990s. It further
accelerated to average nearly 9 per cent during the period ranging from 2003-2004 to 2009-2010. However, the
GDP growth rate faltered in the recent times in the aftermath of the global financial crisis. The growth rate
faltered to 6.7 per cent in 2011-2012 affected by overall slowdown in global economy and also due to the policy
uncertainty and policy inaction in the domestic economy.
India is currently facing grim economic prospects due to persistently high inflation, ballooning fiscal deficit and
alarmingly growing current account deficit. Depreciation of the Rupee is also a concern making Indian exports
uncompetitive in the global markets. Indian exports have been further adversely impacted due to the slowdown
in the European and US markets.
However, there are positives as well, especially on the domestic consumption front. Rising incomes of domestic
households, their changing consumption habits and relatively young population and a growing middle class full
of aspirations have resulted in consistent growth in Private Final Consumption Expenditure (PFCE) at around 7
per cent per annum since fiscal year 2003. With rising income levels and affordability, demand for non-food
products has risen significantly. Contribution of non food expenditure to urban household expenses has
increased from 52 per cent in 1999-2000 to 59 per cent in 2009-2010.
Industry Overview
Though the data on volume of turnover by retail is not separately maintained, commodity composition of private
consumption expenditure provides reasonable estimates of the size of the retail sector. At constant 2004-05
prices, private final consumption expenditure increased from Rs 19,26,858 crore in 2004-05 to Rs 26,51,786
crore in 2008-09, at an average rate of 8.3 per cent per annum. However, expenditure on some items like
transport and communication; expenditure on food in hotels and restaurants; expenditure on rent, fuel and
power; and expenditure on education and recreation are distinct from trade. Private consumption expenditure
adjusted for these items increased from Rs 11,92,045 crore in 2004-05 to Rs 16,67,286 crore in 2008-09, at an
average rate of 8.8 per cent. Rate of growth of GDP at constant market prices during this period at 8.4 per cent
was lower than the growth of private consumption expenditure that could be attributed to trade.
Private Final Consumption Expenditure- Commodity Composition (1999-2000 prices, Rs. in crore)
Item 2004-05 2005-06 2006-07 2007-08 2008-09

Food and Beverages 763,345 820,702 851,630 912,807 937,064
Clothing & Footwear 127,608 158,249 194,922 210,720 209,361
Rent, Fuel and Power 250,986 259,624 270,039 283,040 292,771
Furniture and Appliances 64,944 74,133 85,917 98,474 102,148
Medical Care 95,560 101,101 105,657 108,278 117,067
Transport and Communication 378,217 397,148 427,332 464,794 521,957
Recreation, Education and Culture 65,327 71,128 76,085 86,159 90,780
Miscellaneous Goods and Services 180,871 209,554 254,083 319,085 380,638
Total Private Consumption Expenditure 1,926,858 2,091,639 2,265,665 2,483,357 2,651,786
Estimated Trade Sales 1,192,045 1,316,391 1,432,667 1,582,125 1,667,286
Source: Extract from Discussion paper on FDI in Multi brand retail released by DIPP on 6th July 2010
12
The Indian domestic apparel, footwear & accessories (AFA) retail market size is estimated to be Rs 190300
Crore (USD 40 billion) in 2011 and is projected to grow at 9% CAGR to Rs 462250 Crore (USD 98 billion) by
2021 driven by favourable consumer demographic and increase in prices.
The AFA market is highly fragmented with a large number of players already existing in the market, both
regionally and nationally. Even the national players are quite small compared to the overall size of the market
and it is estimated that the top 40 brands collectively contribute just about 10% of the total market with no
single brand (including the largest brands) occupying even 1% share of the market.
There are no barriers preventing new entrants from coming into the relevant markets and as such, many new
companies enter every year, which will only be compounded in the future by the easing of FDI restrictions.
Imported brands also provide much competition.
The market has seen significant action in the last few years. Apart from the growth of existing Indian players,
the past few years have seen the entry of major Indian business houses & even mid-sized companies with
multiple brands and retail formats. With the relaxation of FDI norms in retail (for both single brand and multi-
brand), many more international players are imminently planning to enter the country. The entry of such
international players will significantly intensify the competition in the AFA market.
Types of Segments
The segments can be classified in to three major segments; Mens, Womens & Kids. The Kids segment caters to
age group of < 14 Yrs.
Mens wear
Currently, Mens wear is the biggest segment in the AFA market with market size of Rs 80950 Crore which is
expected to grow at 8% to Rs 182800 Crore by 2012. The current market share is at 43% which is expected to
drop to 40% by 2021 due to faster growth of Womens & Kids wear.
Womens wear
Current market size of this segment is Rs 72040 Crore with 38% share, expected to grow by 9% to Rs 175300
Crore. Women shoppers are gaining more importance with their higher spending power and requirement of
specific clothing for different purposes. Womens wear is currently dominated by ethnic wear but growth in
western wear is expected in the near future
Kids Wear
This segment with 19% market share comprises of Boys & Girls with 10% & 9% share respectively. Demand
for kids wear is projected to grow at a CAGR of 10.5% by 2021. Several brands are expanding their portfolio
by entering this segment.
Recent Trends
Increasing number of International Brands

Over the last five years, competition in the Indian retail markets for apparel, footwear, and accessories has
increased with entry by scores of international brands including Hugo Boss, Armani, Zara and Marks and
Spencers. Further with relaxation of FDI norms, an increasing number of international brands across formats
shall foray into India to leverage the potential. Keen competition is driving international brands to adopt made
for India models leading to higher acceptance and thus increased market share from around 18% in 2011 to
25% over the next five years
Mid-sized companies foraying in to the retail sector

Due to non-existence of any entry barriers in the industry and a very large textile & garmenting base, many mid-
sized companies are keen to exploit the opportunities in India leading to an increasing number of companies
diversifying through forward integration into the retail sector
Increased presence of modern retail

The market growth will be primarily driven by the growth in modern retail. Currently comprising 18% of the
13
total market, the modern retail share is expected to grow to 25% share over the next 5 years. The increased
presence of retail formats across hypermarkets, specialty retail formats, cash & carry shall drive growth of
modern retail. Emergence of online shopping is likely to further drive the market growth as accessibility of
products will significantly improve, especially in currently under-served markets
Penetration into tier II and tier III towns

Increase in purchasing power, growth in youth population and increasing penetration of modern retail has led to
a tier II and tier III towns soon becoming a large market for apparel retailers. Major brands across apparel
segments are fast approaching these emerging towns to get the best locations and visibility.
Changing trends in consumer wardrobe

The consumer wardrobe in India is undergoing a rapid change because of higher spending power, a flooding of
apparel from the western and South-east Asian markets and youth comprising a larger proportion of Indian
population. Comfort fitting, style and rich appeal are what are being looked at by consumers and regular
discounts (festival and end of season) and intensive competition in the industry serve these needs.
Further, the concept of ones wardrobe is widening with occasion-specific and detail oriented dressing, also
making place along with need-based dressing. While occasion-based dressing includes casual wear, party wear,
gym/sportswear, and night wear, detailed dressing include designer wear, eco friendly, temperature controlled
products, etc.
Business Overview
Overview
Our company was incorporated as Peter England Fashions and Retail Limited on April 19, 2007. The name of
the company was changed to Pantaloons Fashion & Retail Limited on April 23, 2013. The Honble High Court
of Bombay, has approved the Scheme of Arrangement between Future Retail Limited, Pantaloon Fashion and
Retail Limited and their respective shareholders and creditors and Indigold Trade and Services Limited (as the
shareholder of Pantaloons Fashion & Retail Limited) for, inter alia, the transfer by way of demerger of the
Demerged Undertaking of Future Retail Limited in favour of Pantaloons Fashion & Retail Limited. In
accordance with the Scheme, the entire Demerged Undertaking stands transferred to and vested with Pantaloons
Fashion & Retail Limited pursuant to Sections 391 to 394 of the Act.
The Company inter alia has Pan India retail presence through 95 company operated stores with a retail space of
~ 1.7 Mn Square Feet as on 31 March 2013.
The Company sales mix comprises of both private & non private labels. It owns 8 private brands which
contribute to ~ 22% of Sales.
(In Rs Crores)
FY 2012
FY 2013
Particulars UoM (12M Ending
(12M Ending March) *
March )
Stores No NA 95
Area Mn Sq Ft NA 1.7
Revenue from operations Rs Cr 17.43 1285.14
EBIDTA Rs Cr 1.83 129.34
% Revenue % 10.50% 10.06%
* The figure for the current year includes figures of the demerged undertaking which has been transferred to the
company with effect from July 1, 2012 and are therefore to that extent not comparable with those of previous
year
Our strengths and competitive advantages
Brand Leadership
Pantaloons is among the top 2 fashion retailers in India. Focusing on Fresh Fashion and catering to varied
apparel and non-apparel needs of Indian consumers in a modern environment, Pantaloons has emerged as a
strong brand in the fashion industry over past two decades. Pantaloons operates across varied categories viz.,
casual wear, ethnic wear, formal wear, party wear and sportswear for Men, Women and Kids. Non-apparel
products primarily comprise beauty products, perfumes, cosmetics, leather products, fashion jewellery,
14
footwear, watches, books, music, toys etc.
Pan India Footprint: Unparalleled reach

The number of large format Pantaloons stores is one of the highest in the Indian fashion industry. As on 31st
March 2013, it operated through 69 large format company owned and company operated stores. Average size of
a Pantaloons store is around 24,000 square feet. However, depending on the city, location and target market
size, store size varies between 11,000 square feet to 80,000 square feet. Together with 26 Factory Outlets,
Pantaloons span across a retail space (carpet area) of about 1.7 million Square Feet which is among the largest
in India in the organised fashion retail segment. Factory Outlets act as a channel for liquidating slow moving
inventory for Pantaloons. The Company has been able to tie up real-estate in superior locations to fuel
uninterrupted growth.
Diversified geographical presence

Pantaloons enjoy a pan India presence across all zones with a strong presence in East Zone. Pantaloons
command the first mover advantage in several locations across East India. More than 50% of the Pantaloons
large format stores are present in top 8 Indian cities, capturing the large market size opportunity offered by these
Tier 1 cities. Pantaloons also recognises the growing aspirations, changing consumer preferences towards
branded clothing and increasing disposable income in tier 2 and tier 3 cities. It has a fairly balanced presence in
these cities with about 50% of its stores being present in these cities.
Strong customer connect

Pantaloons loyalty programmes viz., green card and payback are one of its main strengths. Led by the strong
customer connect of brand Pantaloons and its loyalty programmes, the Company had around 3.5 Million
loyalty customer base as on 31st March 2013 - one of the largest in the country. It contributes to nearly two third
of the Companys sales and augments its competitive advantage. These loyalty programmes offer rewards points
to its members on their purchases, special offers and discounts, and invitations to exclusive events and
promotions.
Focus on superior Customer experience

The stores operations are managed by the Company which continuously benchmark itself with global retailers
and strive to enhance service offering to customers by achieving retail best practices in line with emerging
trends globally.
Strong brand portfolio

Across the segments, Pantaloons sells approximately 400 brands which comprises a mix of private labels,
licensed brands and other brands. Some brands are also retailed under the Shop-in-Shop format where fixed
rentals are charged by Pantaloons. Through a wide range of brand offerings across apparel and non-apparel
categories and across price points, Pantaloons caters to varying fashion needs of Indian households.
Private labels and licensed brands contribute to approximately 50% of the Companys sales. These comprise
brands owned by Pantaloons viz., Akkriti, Rangmanch, Ajile, Annabelle, Trisha, Honey, Chalk, Ajile; as well as
brands licensed on a perpetual basis from Future Group.
Diversified customer base

Menswear and womenswear together account for 76% of total ready-made apparel market in urban India.
Pantaloons have a diversified customer base with Menswear and Womenswear accounting for 35% and 38%
share respectively.
Our strategy
We are continuously working towards growing our domestic market share in apparel, footwear & accessories
market. We intend to enhance our customer base through increasing our presence in various cities in India.We
intend to increase our share in the consumer spending in India by launching new formats or by adding categories
to our existing product range to cater to consumers across Indian society in various consumption spaces.
15
PANTALOONS FASHION & RETAIL LIMITED

(A Public Company Incorporated as Peter England Fashions and Retail Limited on April 19, 2007 under the
Companies Act, 1956. The name of the company was changed to Pantaloons Fashion & Retail Limited on April
23, 2013)
Corporate and Registered Office:

701-704, 7th Floor, Skyline Icon Business Park, 86-92, Off. Andheri-Kurla Road,
Marol Village , Andheri (East), Mumbai- 400059, India.
Tel : +91-8652 90 5000 , Fax: +91- 8652 90 5400, E-mail : geetika.anand@adityabirla.com
The Company was incorporated as Peter England Fashions and Retail Limited on April 19, 2007 under the Act
under CIN No. U1810MH2007PLC233901 and obtained the certificate of commencement of business on May
14, 2007. The name of the company was changed to Pantaloons Fashion & Retail Limited on April 23, 2013.
Board as on the date of filing of the Information Memorandum
Sr. No. Name Designation

1 Dr. Rakesh Jain Non Executive Director
2 Mr. Pranab Barua Non Executive Director
3 Mr. Sushil Agarwal Non Executive Director
4 Mr. P Murari Independent Director
5 Mr. Bharat Patel Independent Director
For further details of the Board of the Company, please refer to page 39 of this Information Memorandum.
Authority for Listing
The Honble High Court of Bombay, vide its order dated March 01, 2013 has approved the Scheme of
Arrangement between Future Retail Limited, Pantaloons Fashion & Retail Limited, and their respective
shareholders and creditors, and Indigold Trade and Services Limited (as shareholder of Pantaloons Fashion &
Retail Limited ) for demerger of the Demerged Undertaking of Future Retail Limited in favour of Pantaloons
Fashion & Retail Limited , and other conditions as set out in the Section titled OBJECTS AND RATIONALE
OF THE SCHEME . In accordance with the Scheme, the entire Demerged Undertaking stands transferred to
and vested with Pantaloons Fashion & Retail Limited pursuant to Sections 391 to 394 of the Act. In accordance
with the Scheme, the Equity Shares of the Company to be issued pursuant to the Scheme as well as its existing
shares shall be listed and admitted to trading on BSE and the NSE. Such listing and admission for trading is not
automatic and will be subject to fulfilment by the Company of listing criteria of BSE and NSE for such issues
and also subject to such other terms and conditions as may be prescribed by BSE and NSE at the time of the
application by the Company seeking listing. The Company has received exemption from the strict enforcement
of the requirement of Rule 19(2)(b) of the SCRR for the purpose of listing of shares of the Company from SEBI
vide its letter dated July 11, 2013.
Eligibility Criterion
There being no initial public offering or rights issue, the eligibility criteria in terms of Chapter III of the SEBI
Regulations does not become applicable. However, SEBI has vide its circular SEBI/CFD/SCRR/01/2009/03/09
dated September 3, 2009, relaxed the applicability of provisions of Regulation 19(2)(b) of the SCRR. The
Company has submitted its Information Memorandum, containing information about itself, making disclosure in
line with the disclosure requirement for public issues, as applicable to BSE and NSE for making the said
Information Memorandum available to public through their websites viz. www.bseindia.com and
www.nseindia.com.
The Company has made the said Information Memorandum available on its website viz. www.pantaloons.com
The Company has published an advertisement in the news papers containing its details in line with the details
required as in terms of SEBI Circular SEBI/CFD/SCRR/01/2009/03/09 dated September 3, 2009. The
advertisement has been published on July 12, 2013 and draws specific reference to the availability of this
Information Memorandum on the Companys website.
16
Prohibition by SEBI
The Company, its Directors, its Promoters, other Companies promoted by the Promoters and companies with
which the Companys directors are associated as directors have not been prohibited from accessing the capital
markets under any order or direction passed by SEBI.
General Disclaimer from the Company
The Company accepts no responsibility for statement made otherwise than in the Information Memorandum or
in the advertisements to be published in terms of SEBI Circular SEBI/CFD/SCRR/01/2009/03/09 dated
September 3, 2009 or any other material issued by or at the instance of the Company and anyone placing
reliance on any other source of information would be doing so at his or her own risk. All information shall be
made available by the Company to the public and investors at large and no selective or additional information
would be available for a section of the investors in any manner.
Disclaimer - BSE
As required, a copy of this Information Memorandum has been submitted to BSE. The BSE has vide its letter
dated October 09, 2012 approved the Scheme of Arrangement filed by Future Retail Limited under clause
24(f) of the Listing Agreement and by virtue of that approval BSEs name has been inserted in this Information
Memorandum as one of the stock exchanges on which the Companys securities are proposed to be listed.
The BSE does not in any manner:
warrant, certify or endorse the correctness or completeness of any of the contents of this Information
Memorandum; or warrant that this Companys securities will be listed or will continue to be listed on the BSE;
ortake any responsibility for the financial or other soundness of this Company; and
It should not for any reason be deemed or construed to mean that this Information Memorandum has been
cleared or approved by the BSE.
Every person who desires to apply for or otherwise acquires any securities of this Company may do so pursuant
to an independent inquiry, investigation and analysis and shall not have any claim against the BSE whatsoever
by reason of any loss which may be suffered by such person consequent to or in connection with such
subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other
reason whatsoever.
Disclaimer NSE
As required, a copy of this Information Memorandum has been submitted to NSE. NSE has vide its letter dated
October 01, 2012 approved the Scheme of Arrangement filed by Future Retail Limited under clause 24(f) of
the Listing Agreement and by virtue of that approval NSEs name has been inserted in this Information
Memorandum as one of the stock exchanges on which this Companys securities are proposed to be listed.
The NSE does not in any manner:
warrant, certify or endorse the correctness or completeness of any of the contents of this Information
Memorandum; or
warrant that the Companys securities will be listed or continue to be listed on the NSE; or
take any responsibility for the financial or other soundness of this Company, its Promoters, its management or
any scheme or project of the Company.
It is to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or
construed that this Information Memorandum has been cleared or approved by NSE.
Every person who desires to apply for or otherwise acquire any securities of the Company may do so pursuant
to independent inquiry, investigation and analysis and shall not have any claim against NSE whatsoever by
reason of any loss which maybe suffered by such person consequent to or in connection with such subscription
or acquisition whether by reason of anything stated or omitted to be stated herein or any other reason
17
whatsoever.
Filing
This Information Memorandum has been filed with BSE and NSE.
Listing
Applications will be made to BSE and NSE for permission to deal in and for an official quotation of the Equity
Shares of the Company. The Company has nominated BSE as the Designated Stock Exchange for the aforesaid
listing of the shares. The Company has taken steps for completion of necessary formalities for listing and
commencement of trading at all the Stock Exchanges mentioned above.
Demat Credit
The Company has executed Tripartite Agreements with the Registrar and the Depositories i.e. NSDL and CDSL
for admitting its securities in demat form and have allotted ISIN No. as INE647001011
Expert Opinions
Save as stated elsewhere in this Information Memorandum, the Company not obtained any expert opinions.
Dispatch of share certificates
The Company has issued and allotted Equity Shares pursuant to the Scheme onApril 19, 2013, in dematerialized
form to those eligible shareholders who held Future Retail Limited Equity Shares/ Future Retail Limited DVRs
in dematerialized form, into the account with the Depository Participant in which the Future Retail Limited
Equity Shares/ Future Retail Limited DVRs in the Demerged Company were held or such other account with
the Depository Participant as was intimated by the eligible shareholders before the Record Date. All those
eligible shareholders who held Future Retail Limited Equity Shares/ Future Retail Limited DVRs of the
Demerged Company in physical form were also given the option to receive the shares, as the case may be, in
dematerialized form upon intimating the details of their account with the Depository Participant in writing to the
Resulting Company before the Record Date. In the event the Resulting Company had received notice from any
eligible shareholder that equity shares were to be issued in physical form or if any member had not provided the
requisite details relating to his/her /its account with a Depository Participant or other confirmations as may be
required or if the details furnished by any member did not permit electronic credit of the shares of the Resulting
Company, in such case, the Resulting Company has issued equity shares of the Resulting Company in physical
form to such eligible shareholder.
Previous Rights and Public Issues:
The Company has never made any public issue or rights issue of its Equity Shares
Commission and brokerage on previous issues:
Since the Company has not issued share to the public in the past, no sum has been paid or has been payable as
commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the
Equity Shares since its inception.
Companies under the Same Management
There are no companies under the same management within the meaning of erstwhile Section 370 (1B) of the
Act, other than included in this Information Memorandum
Promise vis--vis performance
Not Applicable, as this is the first time the company is getting listed on any stock exchange
Outstanding Debenture or Bonds and Redeemable Preference Shares and Other Instruments Issued by
18
the Company
Other than as mentioned herein, there are no outstanding debentures or bonds or redeemable preference shares
or other instruments issued by the Company.
The Company also has outstanding 500000 8% Cumulative Redeemable Preference Shares of Rs 10 each and
500 6% Cumulative Redeemable Preference Shares of Rs 100 each.
Stock Market Data for Equity Shares of the Company
Equity Shares of the Company are not listed on any stock exchange. The Company is seeking approval for
listing of its shares through this Information Memorandum.
Disposal of Investor Grievances
The Company has appointed Ms. Geetika Anand, Company Secretary as the Compliance Officer and she may
be contacted in case of any problems at the following address:
Compliance Officer and Company Secretary:

Ms. Geetika Anand
701-704, 7th Floor, Skyline Icon Business Park,
86-92, Off. Andheri-Kurla Road,
Marol Village, Andheri (East),
Mumbai- 400059, India
Investors can contact the Compliance Officer and/or the Registrar cum Share Tranfer Agent for any investor
grienvancs.
Statutory Auditors:
S.R. Batliboi & Co- LLP
14th Floor, The Ruby
29, Senapati Bapat Marg
Dadar (West)
Mumbai - 400028
Share Transfer Agent:
Link Intime India Private Limited

C-13, Pannalal Silk Mills Compound
LBS Marg, Bhandup (West),
Mumbai - 400 078
Tel: +91 22 25967878, Fax: +91 22 25960329
Contact Person: Mr.Pravin Kasare
Email: mumbai@linkintime.co.in
19
IV. CAPITAL STRUCTURE SHARE CAPITAL
A. Share Capital of Resulting Company Pre-Scheme of Demerger:
The authorised, issued, subscribed and paid up capital of the Resulting Company as on 31 March 2013
is as follows:
PARTICULARS AMOUNT (Rs.)

AUTHORISED CAPITAL
1,00,00,000 equity shares of Rs 10 each 10,00,00,000
1,00,15,000 preference Shares (1,00,00,000 shares of Rs. 10 each and 10,15,00,000
15,000 shares of Rs. 100 each)
Total: 20,15,00,000
ISSUED SUBSCRIBED AND PAID UP CAPITAL
5,00,000 equity shares of Rs 10 each 50,00,000
5,00,500 preference shares (5,00,000 shares of Rs. 10 each and 500 shares 50,50,000
of Rs. 100 each)
Total: 1,00,50,000
B. Share Capital of Resulting Company Post- Scheme of Demerger:
The authorised, issued, subscribed and paid up capital of the Resulting Company as on 30 June 2013 is
as follows:
PARTICULARS AMOUNT (Rs.)

AUTHORISED CAPITAL
10,00,00,000 equity shares of Rs 10 each 100,00,00,000
1,00,15,000 preference Shares of Rs.100 each 10,15,00,000
Total: 110,15,00,000
ISSUED SUBSCRIBED AND PAID UP CAPITAL
9,27,93,529equity shares of Rs 10 each 92,79,35,290
5,00,500 preference Shares of Rs.100 each (5,00,000 shares of Rs 10 each 50,50,000
and 500 shares of Rs 100 each)
Total 93,29,85,290
20
Shareholding Pattern of the Resulting Company post Scheme of Arrangement: (as on 19th April, 2013) and
Post -Offer (30th June, 2013)
The post Scheme shareholding pattern of the Resulting Company as on April 19, 2013 is as under-
Name of the Company: PETER ENGLAND FASHIONS AND RETAIL LIMITED - POST
Scrip Quarter ended: AS ON 19-04-2013
Code
:
Total shareholding as Shares pledged or
a percentage of total otherwise
Number of
number of shares encumbered
shares
held in As a As a
Number Total demater- percentag percentage As a
Cate-
of share- number ialized e of of No of percenta
gory
code Category of shareholder holders of shares form (A+B)[1] (A+B+C) shares ge
(A) Shareholding of Promoter and
Promoter Group[2]
-1 Indian
(a) Individuals/ Hindu Undivided Family / 6 6 0.00 0.00 NIL NIL
Nominee of Promoter
(b) Central Government/ State Government(s) NIL NIL
(c) Bodies Corporate 1 46477005 50.09 50.09 NIL NIL
(d) Financial Institutions/ Banks NIL NIL
(e) Any Other (specify) NIL NIL
Promoter Group NIL NIL
Directors NIL NIL
Relatives of Promoters / Directors & HUF NIL NIL
Sub-Total (A)(1) 7 46477011 50.09 50.09 NIL NIL
-2 Foreign NIL NIL
(a) Individuals (Non-Resident Individuals/ NIL NIL
Foreign Individuals)
(b) Promoter Companies NIL NIL
(c) Institutions NIL NIL
(d) Any Other (specify) NIL NIL
Sub-Total (A)(2) NIL NIL
Total Shareholding of Promoter and 7 46477011 50.09 50.09 NIL NIL
Promoter Group (A)= (A)(1)+(A)(2)
(B) Public shareholding[3] NIL NIL
-1 Institutions NIL NIL
(a) Mutual Funds/ UTI 43 2439312 2439312 2.63 2.63 NIL NIL
(b) Financial Institutions/ Banks 10 786683 786683 0.85 0.85 NIL NIL
(c) Central Government/ State Government(s) NIL NIL
(d) Venture Capital Funds NIL NIL
(e) Insurance Companies NIL NIL
(f) Foreign Institutional Investors 48 11184623 11184623 12.05 12.05 NIL NIL
(g) Foreign Venture Capital Investors NIL NIL
(h) Foreign Bodies Corporate NIL NIL
Sub-Total (B)(1) 101 14410618 14410618 15.53 15.53 NIL NIL
-2 Non-institutions NIL NIL
(a) Bodies Corporate 1011 26438521 26430811 28.49 28.49 NIL NIL
(b) Individuals NIL NIL
i. Individual shareholders holding nominal 48797 2266437 2031077 2.44 2.44 NIL NIL
share capital up to Rs. 1 lakh.
21
ii. Individual shareholders holding nominal 28 1179109 1158857 1.27 1.27 NIL NIL
share capital in excess of Rs. 1 lakh.
(c) Any Other NIL NIL
1. N R I 353 33585 33145 0.04 0.04 NIL NIL
2. DIRECTORS & RELATIVES NIL NIL
3. CLEARING MEMBER 281 355674 355674 0.38 0.38 NIL NIL
4. TRUST 7 1632574 1632574 1.76 1.76 NIL NIL
Total Public Shareholding (B)= 50578 46316518 46052756 49.91 49.91 NIL NIL
(B)(1)+(B)(2)
TOTAL (A)+(B) 50585 92793529 46052756 100.00 100.00 NIL NIL
(C) Shares held by Custodians and against NIL NIL
which Depository Receipts have been
issued
(a) Promoter and Promoter Group NIL NIL
(b) Public NIL NIL
GRAND TOTAL (A)+(B)+(C) 50585 92793529 46052756 100.00 100.00 NIL NIL
(I)(b) Statement showing Shareholding of persons belonging to the category Promoter and Promoter Group
Sr. Post Demerger Shareholding

Name of the shareholder
No. No. of Equity Shares %
1 Indigold Trade and Services Limited* 4,64,77,011 50.09
Total 4,64,77,011 50.09
*including shares held by its nominees. ITSL is a wholly owned subsidiary of ABNL
None of the Promoter Group Company of Group Company holds any equity shares in the Company except as
disclosed above.
(I)(c) Statement showing Shareholding of persons belonging to the category

Public and holding more than 1% of the total number of shares
Shares as a percentage of total
number of shares {i.e., Grand Total
Sr. (A)+(B)+(C) indicated in Statement
No. Name of the shareholder Number of shares at para (I)(a) above}
1 Future Corporate Resources Limited 14357800 15.47
2 Arisaig Partners (Asia) Pte Ltd. A/C Ari 4027423 4.34
3 PIL Industries Limited 3007915 3.24
4 Bennett, Coleman And Company Limited 2513295 2.71
5 MKCP Institutional Investor (Mauritius) 1843245 1.99
6 IDBI Trusteeship Services Limited 1631829 1.76
7 Macquarie Bank Limited 954373 1.03
TOTAL 28335880 30.54
Term/right attached to equity shares

The company has only one class of equity shares having a par value of Rs.10/- per share. Each holder of equity
shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of
the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the company, the holders of equity shares will be receive remaining assets of the
company, after distribution of all preferential amounts. The distribution will be in proportion to the number of the
equity shares held by the shareholders.
22
Term of conversion/redemption of Preference Shares
500,000 8% Redeemable Cumulative Preference share of Rs 10 each fully paidup (Previous Year: 500,000) were
issued to preference shareholders.
Preference shares are entitled to cumulative dividend @8% p.a. The company declares and pays dividend in Indian
rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing
Annual General Meeting. These preference shares are redeemable by the Company at any time after completion of
Ten year from 31st March 2009 at the face value. In the event of liquidation of the company before redemption of
preference shares, the holders of Preference Shares will have priority over equity shares in the payment of dividend
and repayment of capital.
500 6% Redeemable Cumulative Preference share of Rs 100 each fully paidup (Previous Year: 500) were issued to
preference shareholders.
Preference shares are entitled to cumulative dividend @6% p.a. The company declares and pays dividend in Indian
rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing
Annual General Meeting. These preference shares are redeemable by the Company at any time after completion of
Ten year from 14th Oct 2009 at the face value. In the event of liquidation of the company before redemption of
preference shares, the holders of Preference Shares will have priority over equity shares in the payment of dividend
and repayment of capital.
Shares in the Company held by each shareholder holding more than 5 percent shares specifying the
number of shares held.
(I) Statement showing holding of securities (including shares, warrants, convertible securities) of persons
(c) (together with PAC) belonging to the category Public and holding more than 5% of the total number
(ii) of shares of the company
Shares as a percentage of total number of
Sr. Number of shares {i.e., Grand Total (A)+(B)+(C) indicated
No. Name of the shareholder shares in Statement at para (I)(a) above}
1 Future Corporate Resources 14357800 15.47
Limited
TOTAL 14357800 15.47
(I)(d) Statement showing details of locked-in shares

Sr No Name of the Number of Shares as a percentage of total number of shares {i.e.,
shareholder shares Grand Total (A)+(B)+(C) indicated in Statement at para
(I)(a) above}
1 Future Corporate 1000000 1.08
Resources
Limited
Total 1000000 1.08
1000000 Shares of Future Corporate Resources Limited are in Lock in upto 09/09/2013 and the same is in demat
form.
II)(a) Statement showing details of Depository Receipts (DRs) Not Applicable

(II)(b) Statement showing Holding of Depository Receipts (DRs), where Not Applicable
underlying shares are in excess of 1% of the total number of shares
23
Shareholding Pattern of the Resulting Company post Scheme of Arrangement, post Open Offer:
The post Scheme shareholding pattern of the Resulting Company as 30th June, 2013 is as under-
(I)(a) Shareholding Pattern under Clause 35 POST
Name of the Company: PANTALOONS FASHIONS & RETAIL LIMITED POST*

Scrip Quarter ended: AS ON 28-05-2013
Code:
Total shareholding as a Shares pledged or
percentage of total otherwise
number of shares encumbered
Number of As a
Number of Total shares held in As a percentag As a
Categor Category of shareholde number dematerialize percentage e of No of percentag
y code shareholder rs of shares d form of (A+B)[1] (A+B+C) shares e
(A) Shareholding of
Promoter and Promoter
Group[2]
-1 Indian
Individuals/ Hindu
(a) Undivided Family / 6 6 0.0000 0.0000 NIL NIL
Nominee of Promoter
(b) Central Government/
NIL NIL
State Government(s)
(c) Bodies Corporate 2 63056190 16568165 67.9532 67.9532 NIL NIL
(d) Financial Institutions/
NIL NIL
Banks
(e) Any Other (specify) NIL NIL
Promoter Group NIL NIL
Directors NIL NIL
Relatives of Promoters /
NIL NIL
Directors & HUF
Sub-Total (A)(1) 8 63056196 16568165 67.9532 67.9532 NIL NIL
-2 Foreign NIL NIL
(a) Individuals (Non-
Resident Individuals/ NIL NIL
Foreign Individuals)
(b) Promoter Companies NIL NIL
(c) Institutions NIL NIL
(d) Any Other (specify) NIL NIL
Sub-Total (A)(2) NIL NIL
Total Shareholding of
Promoter and
8 63056196 16568165 67.9532 67.9532 NIL NIL
Promoter Group (A)=
(A)(1)+(A)(2)
(B) Public shareholding[3] NIL NIL
-1 Institutions NIL NIL
(a) Mutual Funds/ UTI 4 97616 97616 0.1052 0.1052 NIL NIL
(b) Financial Institutions/
8 660109 660109 0.7114 0.7114 NIL NIL
Banks
(c) Central Government/
NIL NIL
State Government(s)
(d) Venture Capital Funds NIL NIL
(e) Insurance Companies NIL NIL
(f) Foreign Institutional
11 138437 138437 0.1492 0.1492 NIL NIL
Investors
24
(g) Foreign Venture Capital

NIL NIL
Investors
(h) Foreign Bodies
NIL NIL
Corporate
-2 Non-institutions NIL NIL
(a) Bodies Corporate 894 25684956 25684263 27.6797 27.6797 NIL NIL
(b) Individuals NIL NIL
i. Individual
shareholders holding
47505 2032656 1801299 2.1905 2.1905 NIL NIL
nominal share capital up
to Rs. 1 lakh.
ii. Individual
shareholders holding
23 1001996 981744 1.0798 1.0798 NIL NIL
nominal share capital in
excess of Rs. 1 lakh.
(c) Any Other NIL NIL
1. N R I 350 32028 31588 0.0345 0.0345 NIL NIL
2. DIRECTORS &
NIL NIL
RELATIVES
3. CLEARING
249 89195 89195 0.0961 0.0961 NIL NIL
MEMBER
4. TRUST 4 340 340 0.0004 0.0004 NIL NIL
Total Public
Shareholding (B)= 49048 29737333 29484591 32.0468 32.0468 NIL NIL
(B)(1)+(B)(2)
TOTAL (A)+(B) 49056 92793529 46052756 100.0000 100.0000 NIL NIL
(C) Shares held by
Custodians and
against which NIL NIL
Depository Receipts
have been issued
(a) Promoter and Promoter
group
(b) Public NIL NIL
GRAND TOTAL
49056 92793529 46052756 100.0000 100.0000 NIL NIL
(A)+(B)+(C)
* On completion of Open Offer, ITSL along with ABNL acquired 1,65,79,185 Equity Sahres of Rs 10/- each constituting 17.87%
of post iisue paid up capital of the Company.
25
(I)(b) Statement showing Shareholding of persons belonging to the category

Shares pledged or
Promoter and Promoter Group otherwise encumbered
number of shares {i.e., Grand
Total (A)+(B)+(C) indicated
Sr. Name of the Number in Statement at para (I)(a) No. of % on
No. shareholder of shares above} shares % Total
1 Indigold Trade And
46488025 50.0983 NIL NIL NIL
Services Limited
16568165 17.8549 NIL NIL NIL
Services Limited
1 0.0000 NIL NIL NIL
Services Limited
Services Limited
Services Limited
Services Limited
Services Limited
Services Limited
TOTAL 63056196 67.9532 NIL NIL NIL
ITSL is a wholly owned subsidiary of ABNL
None of the Promoter Group Company of Group Company holds any equity shares in the Company except as
disclosed above.
(I)(c) Statement showing Shareholding of persons belonging to the category
Public and holding more than 1% of the total number of shares
number of shares {i.e., Grand Total
Number of (A)+(B)+(C) indicated in Statement at
Sr. No. Name of the shareholder shares para (I)(a) above}
1 Future Corporate Resources 14357800 15.4728
Limited
2 Pil Industries Limited 3007915 3.2415
3 Bennett, Coleman And Company 2513295 2.7085
Limited
TOTAL 19879010 21.4228
(I)(c) Statement showing holding of securities (including shares, warrants, convertible securities) of
(ii) persons (together with
PAC) belonging to the category Public and holding more than 5% of the total number of
shares of the company
Shares as a percentage of total number of
Sr. Name of the shares {i.e., Grand Total (A)+(B)+(C)
No. shareholder Number of shares indicated in Statement at para (I)(a) above}
1 Future Corporate
14357800 15.4728
Resources Limited
26
TOTAL 14357800 15.4728
(I)(d) Statement showing details of locked-in shares-

Sr No Name of the Number of Shares as a percentage of total number of shares {i.e.,
shareholder shares Grand Total (A)+(B)+(C) indicated in Statement at para
(I)(a) above}
1 Future Corporate 1000000 1.08
Resources Limited
Total 1000000 1.08
1000000 Shares of Future Corporate Resources Limited are in Lock in upto 09/09/2013 and the same is in
demat form.
(II)(a) Statement showing details of Depository Receipts (DRs) : NA
Statement showing Holding of Depository Receipts (DRs), where underlying shares are in
(II)(b) excess of 1% of the total number of shares: NA
1. Share Capital History
Equity Capital of the Company
Cumulative
No. of Face Issue Cumulat paid up
Date of Equity Value Price ive No of Share capital
Allotment Shares Rs. (Rs.) Type of Issue Shares Rs.
20.04.07 50,000 10 10Subscribers to the 50,000 500,000
memorandum of
Association
31.03.09 99,50,000 10 10 Preferential Issue 1,00,00,000 10,00,00,000
11.03.10* 500,000 10 Nil Through scheme of 5,00,000 50,00,000
arrangement
08.04.2013 4,59,77,011 10 174 Conversion of OFCD 4,64,77,011 46,47,70,110
19.04.2013 4,63,16,518 10 Nil Through scheme of 9,27,93,529 92,79,35,290
arrangement
* Re-organisation of Share Capital pursuant to scheme of arrangement
8% Redeemable Cumulative Preference Share Capital of the Company
No. of Face Issue Cumulative

Date of Preference Value Price Type of Cumulative paid up Share
Allotment Shares Rs. (Rs.) Issue No of Shares capital Rs.
31.03.09 10,000,000 10 10Preferential 1,00,00,000 10,00,00,000
Issue
11.03.10* 5,00,000 10 10 Through 5,00,000 50,00,000
scheme of
arrangement
* Re-organization of Share Capital pursuant to scheme of arrangement
27
6% Redeemable Cumulative Preference Share Capital of the Company
No. of Face Issue Cumulative

Date of Preference Value Price Type of Cumulative paid up Share
Allotment Shares Rs. (Rs.) Issue No of Shares capital Rs.
29.09.09 10,000 100 100 Preferential 10,000 10,00,000
Issue
11.03.10* 500 100 100 Through 500 5,00,000
scheme of
arrangement
* Re-organization of Share Capital pursuant to scheme of arrangement
Top ten shareholders and number of Equity Shares held by them as on the date of Information
Memorandum-
Sr. No. NAME OF SHAREHOLDER No. of Equity Shares %

1 Indigold Trade And Services Limited 6,30,45,170 67.94
2 Future Corporate Resources Limited 1,65,61,985 17.84
3 Pil Industries Limited 31,70,242 3.41
4 Bennett, Coleman And Company Limited 25,13,295 2.70
5 Life Insurance Corporation Of India 4,95,656 0.53
6 Vardhaman Publishers Limited 4,60,000 0.49
7 Dharmayug Investments Limited 3,60,000 0.38
8 Gargi Developers Private Limited 5,60,000 0.60
9 Kds Corporation Private Limited 2,29,176 0.24
10 Ryka Commercial Ventures Private Limited 2,07,343 0.22
Total 8,76,02,867 94.40
Top ten shareholders 10 days prior to the date of the Information Memorandum-
Sr. No. Name of the Shareholder No. of shares held

1. Indigold Trade And Services Limited* 6,30,56,190
* includes 6 Equity shares held by nominees of Indigold Trade And Services Limited
Shareholders of the Company as on the date of incorporation
Sr. No. Name of the Shareholder No. of shares held

1. Laxminarayan Investment Limited 49,994
2. Adesh Kumar Gupta 1
3. Manoj Kedia 1
4. Pinky Mehta 1
5. Anil Rustogi 1
6. N V Balachandar 1
7. Vikram Rao 1
28
V. OBJECTS AND RATIONALE OF THE SCHEME
Brief Profile of the Transferor Company:
Future Retail Limited (formerly known as Pantaloon Retail (India) Limited) is a listed company bearing CIN No.
L52399MH1987PLC044954 incorporated under the provisions of the Companies Act, 1956 and having its
registered office at Knowledge House, Shyam Nagar, off. Jogeshwari Vikhroli Link Road, Jogeshwari (East),
Mumbai - 400060. It, through itself and its subsidiaries, is a diversified retail player and also has interests in
insurance, media and other businesses. Prior to the demerger, the Demerged Companys business of the retailing of
fashion and apparel included the Business as defined in the Scheme.
Brief Financials of the Transferor Company given below:

(Standalone) (Rs. In crores)
FY 2010 FY 2011 FY 2012*
Revenue (Gross) 6019.00 4114.48 6987.73
Profit Before Depreciation and Tax (excl.extraordinary items) 388.45 261.66 343.59
Net Profit After Tax 176.39 78.75 273.26
Equity Share Capital 41.23 43.42 46.32
EPS (Rs.) - Basic 8.46 3.54 12.08
EPS (Rs.) Diluted 8.21 3.44 12.08
Source: Annual Report 2011
*Source: Stock exchange filing- Audited Standalone Financial Results for the Quarter and Eighteen Months ended
31 Dec 2012
Share Price History
BSE NSE
Average Average
Month High Low Price High Low Price
FY 2013 275.75 126.50 189.14 152 80.20 103.12
FY 2012 364.15 125.30 226.58 367.2 125.2 227.78
FY 2011 531.25 218.30 400.30 540 228 402.41
(Source: http://www.bseindia.com/) ; (Source: http://www.nseindia.com/)
Background for the Scheme of Demerger:
ABNL, is a public listed company and the ultimate parent company of the Resulting Company, is a diversified
business house, with a presence in various sectors, including financial services, telecom, IT-ITeS, fashion &
lifestyle, agri-input business, carbon black, man made fibres and fabric as well as voltage insulators.
ABNL, through its division, Madura Fashion & Lifestyle (MF&L), manufactures and sells apparel under the
brands viz., Louis Philippe, Van Heusen, Allen Solly, Peter England and People through 895 exclusive brand outlets
besides more than 1,250 stores and multi brand outlets.
ITSL, the parent company of the Resulting Company, is a wholly owned subsidiary of ABNL. It presently conducts
no business.
PFRL, the Resulting Company, is an unlisted public limited company and is a wholly owned subsidiary of ITSL,
whose main business is to export ready-made garments for the Peter England brand. It exports ready-made garments
of Peter England to countries like United Arab Emirates, Saudi Arabia and other gulf countries, Sri Lanka, Nepal,
Singapore, etc.
FRL, the Undertaking holding the Demerged Company, is a public listed company which through itself and its
subsidiaries, is a diversified retail player and also has interests in insurance, media and other businesses.
29
Salient Features of the Scheme of Demerger

i. The Scheme, which came into effect on and from April 08, 2013, inter alia, provided for the demerger of
Demerged Undertaking of FRL on a going concern basis into PFRL, pursuant to Sections 391 to 394 and other
applicable provisions of the Companies Act, 1956 in the manner provided for in the Scheme.
ii. Upon the Scheme coming into effect, in consideration of the transfer of the Demerged Undertaking by FRL to
PFRL in terms of the Scheme, PFRL issued and allotted on April 19, 2013 to each Equity Shareholders whose
name appeared in the records of FRL or as beneficiary in the records of the depositories of FRL in respect of
the shares FRL on the Record Date, 1 (one) equity share of Rs. 10/- each, credited as fully paid in the capital
of PFRL, for every 5 (five) fully paid up FRL Equity Shares/ FRL DVRs held by them in PRIL (the Share
Entitlement Ratio).
iii. As an integral part of the Scheme, the share capital of PFRL was restructured and reorganized in the manner
set out in the Scheme, including:
i) Upon the Scheme coming into effect, the authorised equity share capital of PFRL was increased from Rs.
10,00,00,000/- (Rupees Ten Crores Only) to Rs.100,00,00,000 (Rupees One Hundred Crores Only).
ii) Prior to the Demerger, ITSL held 800 (eight hundred) optionally fully convertible debentures, of Rs.
1,00,00,000 (Rupees One Crore each)), of PFRL convertible into 4,59,77,011 (Four Crores Fifty Nine
Lakhs Seventy Seven Thousand and Eleven) equity shares of Rs. 10 (ten) each of PFRL ( ITSL
OFCDs). Upon the Scheme coming into effect, the ITSL OFCDs were converted into 4,59,77,011 (Four
Crores Fifty Nine Lakhs Seventy Seven Thousand and Eleven) equity shares of Rs. 10 (ten) each of
PFRL.
iv. The equity shares of PFRL are proposed to be listed on the Bombay Stock Exchange and the National Stock
Exchange pursuant to the Scheme
v. Pursuant to the arrangements contemplated under the Scheme, ABNL, through its wholly owned subsidiary,
ITSL continues to hold a controlling stake in PFRL, a subsidiary of ITSL, post the demerger of the Business
from FRL into PFRL.
vi. Prior to the effectiveness of the Scheme, the Acquirer held 100.0% of the Equity Shares of PFRL.
Subsequently, pursuant to the effectiveness of the Scheme, inter alia, the Business was demerged into PFRL,
the Equity Shares were issued to FRL Equity Shareholders and FRL DVR Shareholders based on the share
entitlement ratio mentioned in the Scheme, and the ITSL OFCDs as described above stood converted. As per
the post-demerger shareholding pattern, the Acquirer holds 50.09% in PFRL prior to the Offer.
vii. The Offer as enshrined in the Scheme is being made as a matter of good corporate governance by the Acquirer
and ABNLto provide an exit opportunity to the Equity Shareholders of PFRL.
viii. On or after the Effective Date, but prior to the listing of PFRL, the Acquirer and/or its Affiliates may make an
Offer to the public shareholders of PFRL to acquire from such public shareholders up to 26% of the issued post
Demerger and paid up equity share capital of PFRL based on the price per share of Rs. 175/- (One Hundred
and Seventy Five only).
Scheme was approved by the Honble High Court of Mumbai on March 01, 2013. The High Court order was filed
with the Registrar of Companies, Mumbai on April 08, 2013. The Scheme became effective from April 08, 2013 in
accordance with the terms of the Scheme
Pursuant to the Scheme, ITSL and ABNL made Open Offer to shareholders of the Company for acquiring
23,114,868 Equity Shares representing 24.91% of Voting Capital of the Company.
On completion of Open Offer, ITSL along with ABNL acquired 1,65,79,185 Equity Sahres of Rs 10/- each
constituting 17.87% of post iisue paid up capital of the Company.
The Company has received exemption from the strict enforcement of the requirement of Rule 19(2)(b) of the
SCRR for the purpose of listing of shares of the Company from SEBI vide its letter dated July 11, 2013.
30
Rationale for the Scheme of Demerger
Prior to the Effective Date, PFRL was a wholly owned indirect subsidiary of ABNL. ABNL is engaged inter alia in
the fashion & lifestyle business and is one of the premium apparel brand players in India. ABNL manufactures and
sells apparel under various brands through exclusive brand outlets as also stores. The demerger of the Demerged
Undertaking to PFRL will expand the variety of its offering in the market and complement its existing portfolio.
Further, it will enable wider distribution of products and give a wider choice to the consumers and enable business to
build on their systems and processes to improve efficiencies. The stores operating under the brand name Pantaloons
and derivates thereof would remain operational and the Acquirer and ABNL would be entitled to continue carrying
the same brands as before the Proposed Transaction.
Sequence of events of Scheme of Arrangement:
Sequence of Events Date

Approval of the transaction by the board of ABNL and announcement of the transaction April 30, 2012
Date on which the boards of the Transferor Company and Resulting Company approved September 09,
the Scheme 2012
Approval of the swap ratio (as determined by independent valuers) and scheme of September 09,
arrangement by the boards of PRIL, PFRL and ITSL 2012
September 29,
Implementation Agreement entered into between ABNL, ITSL, PRIL and PFRL
2012
Dates on which letters of approvals are received from NSE granting in-principle approval
October 01, 2012
for listing
NSE issues its 24 (f) approval to the Scheme October 01, 2012
Notice of proposed combination filed with CCI jointly filed by ABNL, ITSL, PRIL, and
October 08, 2012
PFRL
Dates on which letters of approvals are received from BSE granting in-principle approval
October 09, 2012
for listing
BSE issues its 24 (f) approval to the Scheme October 09, 2012
November 02,
Bombay High Court orders meeting of the Members of PRIL
2012
December 06,
Members of PRIL meet (Court convened meeting) and approve the Scheme
2012
December 16,
The dates on which meetings of shareholders and creditors were held
2012
December 24,
Receipt of CCI Approval dated December 21, 2012
2012
Final Hearing of the Scheme held March 01, 2013
The dates on which the Scheme is sanctioned by the HC March 01, 2013
The dates on which the Scheme is filed with the ROC April 08, 2013
The date on which the boards of the Resulting Company and Demerged Company declare April 08, 2013
the effective date of the Scheme
Effective Date of the Scheme April 08, 2013
Allotment of Equity Shares pursuant to Scheme of Arrangement April 19, 2013
BSE In-principal approval for Listing May 24, 2013
NSE In-principal approval for Listing May 27, 2013
Date on which approval is received from SEBI granting relaxation from the strict
enforcement of the requirement of rule 19(2)(b) of the SCRR for listing the shares of the July 11, 2013
Resulting Company.
31
VI. STATEMENT OF POSSIBLE TAX BENEFITS
To,
The Board of Directors
Peter England Fashions and Retail Limited
Maharashtra, India
Dear Sirs,
We hereby confirm that the enclosed annexure, prepared by Peter England Fashions and Retail (India) Limited
(the Company) states the possible tax benefits available to the Company and the shareholders of the Company
under the Income Tax Act, 1961 (Act), the Wealth Tax Act, 1957 and the Gift Tax Act, 1958, presently in
force in India in connection with the initial Public offer of Equity Shares of the Company (the Issue). Several
of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the
relevant provisions of the respective tax laws. Hence, the ability of the Company or its shareholders to derive
the tax benefits is dependent upon fulfilling such conditions, which based on the business imperatives, the
company may or may not choose to fulfill.
The Direct Tax Code (which consolidates the prevalent direct tax laws) is proposed to come into effect from
April 1, 2013. However, it may undergo a few more changes by the time it is actually introduced and hence, at
the moment, it is unclear what effect the proposed Direct Tax Code would have on the Company and the
investors.
The benefits discussed in the enclosed Annexure are not exhaustive and the preparation of the contents stated is
the responsibility of the Companys management. We are informed that this statement is only intended to
provide general information to the investors and hence is neither designed nor intended to be a substitute for
professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each
investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising
out of their participation in the proposed issue.
Our confirmation is based on the information, explanations and representations obtained from the Company and
on the basis of our understanding of the business activities and operations of the Company.
We do not express any opinion or provide any assurance as to whether:
The Company is currently availing any of these tax benefits or will avail these tax benefits in future.
The Company or its shareholders will continue to obtain these benefits in future; or
The conditions prescribed for availing the benefits, where applicable have been/would be met.
The authorities/courts will concur with the views expressed herein. Our views are based on the existing
provisions of law and our interpretation of the same, which are subject to change from time to time. We
do not assume responsibility to update the views consequent to such changes.
This report is addressed to and is provided to enable the Board of Directors of the Company to include this
report in the Information Memorandum to be filed by the Company with Stock Exchange(s) and the concerned
[Registrar of Companies] in connection with the proposed Issue.
For Bansi S Mehta & Co.

Chartered Accountants
Firm Registration Number: 100991W
Partner- Ronak Doshi

Membership No.: 116513
Place: Mumbai
Date: Feb 08, 2013
32
ANNEXURE TO THE STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO PETER

ENGLAND FASHIONS AND RETAIL (INDIA) LIMITED AND ITS SHAREHOLDERS
Outlined below are the possible benefits available to the Company and its shareholders under the current direct
tax laws in India for the Financial Year 2012-2013.
A. Benefits to the Company under the Income Tax Act, 1961 (the Act).
1. Special tax benefits
There are no special tax benefits available to the Issuer Company.
2. General tax benefits
(a) Business income
The Company is entitled to claim depreciation on specified tangible and intangible assets owned by it
and used for the purpose of its business as per provisions of Section 32 of the Act. Business losses, if
any, for an assessment year can be carried forward and set off against business profits for 8 subsequent
years. Unabsorbed depreciation, if any, for an assessment year can be carried forward and set off
against any source of income in subsequent years as per provisions of Section 32 of the Act.
As per provision of Section 32(1)(iia) of the Act, the Company is entitled to claim additional
depreciation at the rate of 20% of the actual cost of any new machinery or plant, subject to fulfilment of
following conditions:
i. New asset is acquired and installed after 31 March 2005;

ii. Additional depreciation shall be available on all new plant and machinery acquired other than
the following assets:
a) Ships and Aircraft;
b) Any machinery or plant which, before its installation by the company, was used
either within or outside India by any other person;
c) Any machinery or plant installed in any office premises or any residential
accommodation, including accommodation in the nature of a guest-house;
d) Any office appliances or road transport vehicles; or
e) Any machinery or plant, the whole of the actual cost of which is allowed as a
deduction
(b) MAT credit
As per the provisions of Section 115JAA of the Act, the Company is eligible to claim credit for
Minimum Alternate Tax (MAT) paid for any assessment year commencing on or after April 1, 2006
against normal income-tax payable in subsequent assessment years.
MAT credit shall be allowed for any assessment year to the extent of difference between the tax
payable as per the normal provisions of the Act and the tax paid on the book profit as computed under
Section 115JB of the Act for that assessment year. Such MAT credit is available for set-off up to 10
assessment years succeeding the assessment year in which the MAT credit arises.
(c) Capital gains
(i) Computation and taxability of capital gains
Capital assets are to be categorized into short - term capital assets and long term capital assets based
on their nature and the period of holding. All capital assets, being shares held in a company or any
other security listed in a recognized stock exchange in India or unit of the Unit Trust of India or a unit
of a mutual fund specified under section 10(23D) of the Act or a zero coupon bond, held by an assessee
for more than twelve months are considered to be long term capital assets, capital gains arising from
the transfer of which are termed as long term capital gains (LTCG). In respect of any other capital
33
assets, the holding period should exceed thirty six months to be considered as long term capital
assets.
Short Term Capital Gains (STCG) means capital gains arising from the transfer of capital asset being
a share held in a company or any other security listed in a recognized stock exchange in India or unit of
the Unit Trust of India or a unit of a mutual fund specified under clause (23D) of Section 10 or a zero
coupon bonds, held by an assessee for 12 months or less. In respect of any other capital assets, STCG
means capital gains arising from the transfer of an asset, held by an assessee for 36 months or less.
LTCG arising on transfer of equity shares of a company or units of an equity oriented fund (as defined
which has been set up under a scheme of a mutual fund specified under Section 10(23D) of the Act is
exempt from tax as per provisions of Section 10(38) of the Act, provided the transaction of sale of such
shares or units is chargeable to securities transaction tax (STT) and subject to conditions specified in
that section. However such LTCG shall be taken into account in computing the book profit and income
tax payable under section 115JB of the Act.
As per provisions of Section 48 of the Act, which prescribes the mode of computation of capital gains,
provides for deduction of cost of Acquisition/ improvement(COA/I) and expenses incurred (other
than STT paid) in connection with the transfer of a capital asset, from the sale consideration to arrive at
the amounts of capital Gains. However in respect of LTCG arising on transfer of capital assets, other
than bonds and debentures (excluding capital indexed bonds issued by the Government) and
depreciable assets, it offers a benefit by permitting substitution of COA/I with the indexed cost of
acquisition / improvement computed by applying the cost inflation index as prescribed from time to
time, .
As per provisions of Section 112 of the Act, LTCG not exempt under Section 10(38) of the Act are
subject to tax at the rate of 20% with indexation benefits. However, if such tax payable on transfer of
listed securities or units or zero coupon bonds exceed 10% of the LTCG (without indexation benefit),
the excess tax shall be ignored for the purpose of computing the tax payable by the assessee.
As per provisions of Section 111A of the Act, STCG arising on sale of equity shares or units of equity
oriented mutual fund (as defined which has been set up under a scheme of a mutual fund specified
under Section 10(23D)), are subject to tax at the rate of 15% provided the transaction is chargeable to
STT. No deduction under Chapter VIA is allowed from such income.
STCG arising on sale of equity shares or units of equity oriented mutual fund (as defined which has
been set up under a scheme of a mutual fund specified under Section 10(23D)), where such transaction
is not chargeable to STT is taxable at the rate of 30%.
The tax rates mentioned above stands increased by surcharge, payable at the rate of 5% of the Income-
tax where the taxable income of a domestic company exceeds Rs 10,000,000. Further, education cess
and secondary and higher education cess at the rate of 2% and 1% respectively of the Income-tax is
payable by all categories of taxpayers.
As per provisions of Section 71 read with Section 74 of the Act, short term capital loss arising during a
year is allowed to be set-off against short term as well as long term capital gains. Balance loss, if any,
shall be carried forward and set-off against any capital gains arising during subsequent 8 assessment
years.
As per provisions of Section 71 read with Section 74 of the Act, long term capital loss arising during a
year is allowed to be set-off only against long term capital gains. Balance loss, if any, shall be carried
forward and set-off against long term capital gains arising during subsequent 8 assessment years.
(ii) Exemption of capital gains from income tax
Under Section 54EC of the Act, capital gains arising from transfer of long term capital assets [other
than those exempt u/s 10(38)] shall be exempt from tax, subject to the conditions and to the extent
specified therein, if the capital gains are invested within a period of six months from the date of transfer
in certain notified bonds redeemable after three years and issued by :
34
National Highway Authority of India (NHAI) constituted under Section 3 of National

Highway Authority of India Act, 1988; and
Rural Electrification Corporation Limited (REC), a company formed and registered under the
Companies Act, 1956.
Where a part of the capital gains is reinvested, the exemption is available on a proportionate basis. The
maximum investment in the specified long term asset cannot exceed Rs 5,000,000 per assessee during
any financial year.
Where the new bonds are transferred or converted into money within three years from the date of their
acquisition, the amount so exempted is taxable as capital gains in the year of transfer / conversion.
As per provisions of Section 14A of the Act, expenditure incurred to earn an exempt income is not
allowed as deduction while determining taxable income.
The characterization of the gain / losses, arising from sale / transfer of shares as business income or
capital gains would depend on the nature of holding and various other factors.
(d) Securities Transaction Tax (STT)
As per provisions of Section 36(1)(xv) of the Act, STT paid in respect of the taxable securities
transactions entered into in the course of the business is allowed as a deduction if the income arising
from such taxable securities transactions is included in the income computed under the head Profit and
gains of business or profession. Where such deduction is claimed, no further deduction in respect of
the said amount is allowed while determining the income chargeable to tax as capital gains.
(e) Dividends
As per provisions of Section 10(34) read with Section 115-O of the Act, dividend (both interim and
final), if any, received by the Company on its investments in shares of another Domestic Company is
exempt from tax. The Company will be liable to pay dividend distribution tax at the rate of 15% (plus a
surcharge of 5% on the dividend distribution tax and education cess and secondary and higher
education cess of 2% and 1% respectively on the amount of dividend distribution tax and surcharge
thereon) on the total amount distributed as dividend.
Further, if the company being a holding company, has received any dividend from its subsidiary during
the financial year on which such dividend distribution tax has been paid by such subsidiary, then
company will not be required to pay dividend distribution tax to the extent the same has been paid by
such subsidiary company.
As per provisions of Section 10(35) of the Act, income received in respect of units of a mutual fund
specified under Section 10(23D) of the Act (other than income arising from transfer of such units) is
exempt from tax.
Provided that his exemption does not apply to any income arising from transfer of units of the
Administrator of specified undertaking or specified company or mutual fund as the case may be. For
this purpose;
a) Administrator means the Administrator as referred to in clause (a) of section 2 of the Unit Trust
of India (Transfer of Undertaking and Repeat) Act, 2002 (58 of 2002);
b) specified company means a company as referred to in clause (h) of section 2 of the Unit Trust of
India (Transfer of Undertaking and Repeal) Act, 2002 (58 of 2002);
As per the provision of Section 115BBD of the Act, dividend received by Indian company from a
specified foreign company (in which it has shareholding of 26% or more) would be taxable at the
concessional rate of 15% on gross basis (excluding surcharge and education cess).
35
However, in view of provision of section 14A of the Act, no deduction is allowed in respect of any
expenditure incurred in relation to earning such dividend income.
Also, section 94(7) of the Act provides that loss arising from sale/transfer of shares or units purchased
within a period of three months prior to the record date and sold/transferred within three months or nine
months respectively after such record date, will be disallowed to the extend divided income, on such
shares or units, claimed as exempt from tax.
(f) Chapter VIA
As per provisions of Section 80G of the Act, the company is entitled to claim deduction of a specified
amount in respect of eligible donations, subject to the fulfilment of the conditions specified in that
section.
B. Benefits to the Resident members / shareholders of the Company under the Act
(a) Dividends exempt under section 10(34) of the Act
As per provisions of Section 10(34) of the Act, dividend (both interim and final), if any, received by
the resident members / shareholders from the Company is exempt from tax. The Company will be
liable to pay dividend distribution tax at the rate of 15% (plus a surcharge of 5% on the dividend
distribution tax and education cess and secondary and higher education cess of 2% and 1% respectively
on the amount of dividend distribution tax and surcharge thereon) on the total amount distributed as
dividend.
(b) Capital gains
(i) Computation and taxability of capital gains
the transfer of which are termed as LTCG. In respect of any other capital assets, the holding period
should exceed thirty six months to be considered as long term capital assets.
STCG means capital gains arising from the transfer of capital asset being a share held in a company or
any other security listed in a recognized stock exchange in India or unit of the Unit Trust of India or a
unit of a mutual fund specified under clause (23D) of Section 10 or a zero coupon bonds, held by an
assessee for 12 months or less. In respect of any other capital assets, STCG means capital gain arising
from the transfer of an asset, held by an assessee for 36 months or less.
which has been set up under a scheme of a mutual fund specified under Section 10(23D)) is exempt
from tax as per provisions of Section 10(38) of the Act, provided the transaction is chargeable to STT
and subject to conditions specified in that section.
As per provisions of Section 48 of the Act, LTCG arising on transfer of capital assets, other than bonds
and debentures (excluding capital indexed bonds issued by the Government) and depreciable assets, is
computed by deducting the indexed cost of acquisition and indexed cost of improvement from the full
value of consideration.
36
Tax where the taxable income of a domestic company exceeds Rs 10,000,000. Further, education cess
and secondary and higher education cess on the total income at the rate of 2% and 1% respectively of
the Income-Tax is payable by all categories of taxpayers.
years.
(ii) Exemption of capital gains arising from income tax
As per Section 54EC of the Act, capital gains arising from the transfer of a long term capital asset are
exempt from capital gains tax if such capital gains are invested within a period of 6 months after the
date of such transfer in specified bonds issued by NHAI and REC and subject to the conditions
specified therein:
Where a part of the long term capital gains is reinvested, the exemption is available on a proportionate
basis. The maximum investment in the specified long term asset cannot exceed Rs 5,000,000 per
assessee during any financial year.
acquisition, the amount so exempted is taxable as long term capital gains in the year of transfer /
conversion.
In addition to the same, some benefits are also available to a resident shareholder being an individual or
Hindu Undivided Family (HUF).
As per provisions of Section 54F of the Act, LTCG arising from transfer of shares is exempt from tax if
the net consideration from such transfer is utilized within a period of one year before, or two years after
the date of transfer, for purchase of a new residential house, or for construction of residential house
within three years from the date of transfer and subject to conditions and to the extent specified therein.
As per provisions of Section 56(2)(vii) of the Act and subject to exception provided in second proviso
therein, where an individual or HUF receives shares and securities without consideration or for a
consideration which is less than the aggregate fair market value of the shares and securities by an
amount exceeding fifty thousand rupees, the excess of fair market value of such shares and securities
over the said consideration is chargeable to tax under the head income from other sources.
C. Benefits to the Non-resident shareholders of the Company under the Act
37
As per provisions of Section 10(34), dividend (both interim and final), if any, received by non-resident
shareholders from the Company is exempt from tax. The Company will be liable to pay dividend
distribution tax at the rate of 15% (plus a surcharge of 5% on the dividend distribution tax and
education cess and secondary and higher education cess of 2% and 1% respectively on the amount of
dividend distribution tax and surcharge thereon) on the total amount distributed as dividend.
(b) Capital gains
(i) Computation and Taxability of capital gains
the transfer of which are termed as LTCG. In respect of any other capital assets, the holding period
should exceed thirty six months to be considered as long term capital assets.
STCG means capital gain arising from the transfer of capital asset being a share held in a company or
any other security listed in a recognized stock exchange in India or unit of the Unit Trust of India or a
unit of a mutual fund specified under clause (23D) of Section 10 or a zero coupon bonds, held by an
assessee for 12 months or less. In respect of any other capital assets, STCG means capital gain arising
from the transfer of an asset, held by an assessee for 36 months or less.
which has been set up under a scheme of a mutual fund specified under Section 10(23D)) is exempt
from tax as per provisions of Section 10(38) of the Act, provided the transaction is chargeable to STT
and subject to conditions specified in that section.
As per first proviso to Section 48 of the Act, the capital gains arising on transfer of shares of an Indian
Company need to be computed by converting the cost of acquisition, expenditure incurred in
connection with such transfer and full value of the consideration received or accruing as a result of the
transfer, into the same foreign currency in which the shares were originally purchased. The resultant
gains thereafter need to be reconverted into Indian currency. The conversion needs to be at the
prescribed rates prevailing on dates stipulated. Further, the benefit of indexation as provided in second
proviso to Section 48 is not available to non-resident shareholders.
tax where the taxable income of a domestic company exceeds Rs 10,000,000. Further, education cess
and secondary and higher education cess at the rate of 2% and 1% respectively of the Income-tax is
payable by all categories of taxpayers.
38
years.
(ii) Exemption of capital gains arising from income tax
As per Section 54EC of the Act, capital gains arising from the transfer of a long term capital asset are
exempt from capital gains tax if such capital gains are invested within a period of 6 months after the
date of such transfer in specified bonds issued by NHAI and REC and subject to the conditions
specified therein:
Where a part of the capital gains is reinvested, the exemption is available on a proportionate basis. The
maximum investment in the specified long term asset cannot exceed Rs 5,000,000 per assessee during
any financial year.
acquisition, the amount so exempted is taxable as capital gains in the year of transfer / conversion.
In addition to the same, some benefits are also available to a non-resident shareholder being an
individual or HUF.
As per provisions of Section 54F of the Act, LTCG arising from transfer of shares is exempt from tax if
the net consideration from such transfer is utilized within a period of one year before, or two years after
the date of transfer, for purchase of a new residential house, or for construction of residential house
within three years from the date of transfer and subject to conditions and to the extent specified therein.
As per provisions of Section 56(2)(vii) of the Act and subject to exception provided in second proviso
therein, where an individual or HUF receives shares and securities without consideration or for a
consideration which is less than the aggregate fair market value of the shares and securities by an
amount exceeding fifty thousand rupees, the excess of fair market value of such shares and securities
over the said consideration is chargeable to tax under the head income from other sources.
(c) Tax Treaty benefits
As per provisions of Section 90(2) of the Act, non-resident shareholders can opt to be taxed in India as
per the provisions of the Act or the double taxation avoidance agreement entered into by the
Government of India with the country of residence of the non-resident shareholder or the Act,
whichever is more beneficial.
(d) Non-resident taxation
Special provisions in case of Non-Resident Indian (NRI) in respect of income / LTCG from specified
foreign exchange assets under Chapter XII-A of the Act are as follows:
NRI means a citizen of India or a person of Indian origin who is not a resident. A person is deemed to
be of Indian origin if he, or either of his parents or any of his grandparents, were born in undivided
India.
39
Specified foreign exchange assets include shares of an Indian company which are acquired / purchased
/ subscribed by NRI in convertible foreign exchange.
As per provisions of Section 115E of the Act, LTCG arising to a NRI from transfer of specified foreign
exchange assets is taxable at the rate of 10% (plus education cess and secondary & higher education
cess of 2% and 1% respectively).
As per provisions of Section 115E of the Act, income (other than dividend which is exempt under
Section 10(34)) from investments and LTCG (other than gain exempt under Section 10(38)) from
assets (other than specified foreign exchange assets) arising to a NRI is taxable at the rate of 20%
(education cess and secondary & higher education cess of 2% and 1% respectively). No deduction is
allowed from such income in respect of any expenditure or allowance or deductions under Chapter VI-
A of the Act.
As per provisions of Section 115F of the Act, LTCG (other than gain exempt under section 10(38))
arising to a NRI on transfer of a foreign exchange asset is exempt from tax if the net consideration from
such transfer is invested in the specified assets or savings certificates within six months from the date
of such transfer, subject to the extent and conditions specified in that section.
As per provisions of Section 115G of the Act, where the total income of a NRI consists only of income
/ LTCG from such foreign exchange asset / specified asset and tax thereon has been deducted at source
in accordance with the Act, the NRI is not required to file a return of income.
As per provisions of Section 115H of the Act, where a person who is a NRI in any previous year,
becomes assessable as a resident in India in respect of the total income of any subsequent year, he / she
may furnish a declaration in writing to the assessing officer, along with his / her return of income under
Section 139 of the Act for the assessment year in which he / she is first assessable as a resident, to the
effect that the provisions of the Chapter XII-A shall continue to apply to him / her in relation to
investment income derived from the specified assets for that year and subsequent years until such
assets are transferred or converted into money.
As per provisions of Section 115I of the Act, a NRI can opt not to be governed by the provisions of
Chapter XII-A for any assessment year by furnishing return of income for that assessment year under
Section 139 of the Act, declaring therein that the provisions of the chapter shall not apply for that
assessment year. In such a situation, the other provisions of the Act shall be applicable while
determining the taxable income and tax liability arising thereon.
D. Benefits available to Foreign Institutional Investors (FIIs) under the Act
As per provisions of Section 10(34) of the Act, dividend (both interim and final), if any, received by a
shareholder from a domestic Company is exempt from tax. The Company will be liable to pay dividend
distribution tax at the rate of 15% (plus a surcharge of 5% on the dividend distribution tax and
education cess and secondary and higher education cess of 2% and 1% respectively on the amount of
dividend distribution tax and surcharge thereon) on the total amount distributed as dividend.
(b) Long term capital gains exempt under section 10(38) of the Act
LTCG arising on sale of equity shares of a company is exempt from tax as per provisions of Section
10(38) of the Act provided the transaction is chargeable to STT and subject to conditions specified in
that section.
It is pertinent to note that as per provisions of Section 14A of the Act, expenditure incurred to earn an
exempt income is not allowed as deduction while determining taxable income.
(c) Capital gains
40
As per provisions of Section 115AD of the Act, income (other than income by way of dividends
referred to Section 115-O) received in respect of securities (other than units referred to in Section
115AB) is taxable at the rate of 20% (plus applicable surcharge and education cess and secondary &
higher education cess). No deduction is allowed from such income in respect of any expenditure or
allowance or deductions under Chapter VI-A of the Act.
As per provisions of Section 115AD of the Act, capital gains arising from transfer of securities is
taxable as follows:
Nature of income Rate of tax (%)

LTCG on sale of equity shares not subjected to STT 10
STCG on sale of equity shares subjected to STT 15
STCG on sale of equity shares not subjected to STT 30
For corporate FIIs, the tax rates mentioned above stands increased by surcharge, payable at the rate of
5% where the taxable income exceeds Rs 10,000,000. Further, education cess and secondary and higher
education cess at the rate of 2% and 1% respectively on the Income-tax is payable by all categories of
FIIs.
The benefit of exemption under Section 54EC of the Act mentioned above in case of the Company is
also available to FIIs.
(d) Securities Transaction Tax
As per provisions of Section 36(1)(xv) of the Act, STT paid in respect of the taxable securities
transactions entered into in the course of the business is allowed as a deduction if the income arising
from such taxable securities transactions is included in the income computed under the head Profit and
gains of business or profession. Where such deduction is claimed, no further deduction in respect of
the said amount is allowed while determining the income chargeable to tax as capital gains.
(e) Tax Treaty benefits
As per provisions of Section 90(2) of the Act, FIIs can opt to be taxed in India as per the provisions of
the Act or the double taxation avoidance agreement entered into by the Government of India with the
country of residence of the FII, whichever is more beneficial.
E. Benefits available to Mutual Funds under the Act
As per provisions of Section 10(23D) of the Act, any income of mutual funds registered under the Securities and
Exchange Board of India, Act, 1992 or Regulations made there under, mutual funds set up by public sector
banks or public financial institutions and mutual funds authorized by the Reserve Bank of India, is exempt from
income-tax, subject to the prescribed conditions.
However, the mutual funds are liable to pay tax on income distributed to unit holders of non-equity oriented
mutual funds under Section 115R of the Act.
F. Benefits available to Venture Capital Companies/Funds
As per the provisions of Section 10(23FB) of the Act, any income of Venture Capital Companies (VCC) /
Funds (VCF) from investment in a Venture Capital Undertaking. Venture Capital Undertaking means a
venture capital undertaking referred to in the Securities and Exchange Board of India (Venture Capital Funds)
Regulations, 1996 made under the Securities and Exchange Board of India Act, 1992 (15 of 1992);.
However, the income distributed by the Venture Capital Companies/ Funds to its investors would be taxable in
the hands of the recipients.
41
G. Wealth Tax Act, 1957
Wealth tax is chargeable on prescribed assets. As per provisions of Section 2(m) of the Wealth Tax
Act, 1957, the Company is entitled to reduce debts owed in relation to the assets which are chargeable
to wealth tax while determining the net taxable wealth.
Shares in a company, held by a shareholder are not treated as an asset within the meaning of Section
2(ea) of the Wealth Tax Act, 1957 and hence, wealth tax is not applicable on shares held in a company.
H. Gift Tax Act, 1958
Gift tax is not leviable in respect of any gifts made on or after October 1, 1998.
Notes:
All the above benefits are as per the current tax laws and will be available only to the sole / first name
holder where the shares are held by joint holders.
There are no special tax benefits available to the shareholders of the Company.
The above Statement of Possible Direct tax Benefits sets out the provisions of law in a summary
manner only and is not a complete analysis or listing of all potential tax consequences of the purchase
ownership and disposal of shares.
42
VII. COMPANY HISTORY & MANAGEMENT ABOUT PANTALOONS FASHION & RETAIL
LIMITED
The Company was incorporated as Peter England Fashions and Retail Limited on April 19, 2007 under the Act
under CIN No. U1810MH2007PLC233901 and obtained the certificate of commencement of business on May
14, 2007. The name of the company was changed to Pantaloons Fashion & Retail Limited on April 23, 2013.
The Corporate and Registered Office of the Company is at 701-704, 7th Floor, Skyline Icon Business Park, 86-
92, Off. Andheri-Kurla Road, Marol Village, Andheri (East), Mumbai- 400059, India. The registered office was
changed from Regent Gateway, Plot No 5B, Doddanekundi Village, KIADB Industrial Area, ITPL Road,
Bangalore, Karnataka- 560048, India to Indian Rayon Compund, Veraval, Junagadh- 362266, Gujarat toA-4,
Aditya Birla Centre, S. K. Ahire Marg, Mumbai 400 030, Maharashtra.
Main Objects of the Company:
The objects for which the Company has been incorporated are set out in its Memorandum of Association. The
main objects of the Resulting Company are set out hereunder:
1. To carry on in India and elsewhere in any place or places in the world the trade or the business of
manufacturers, makers, tailors, designers, exporters, importers, traders, dealers, merchants, shippers,
indentors, distributors, wholesalers, retailers, shopkeepers, hirers, commission agents, muccadums,
brokers, stockists, mercantile agents, forwarding agents, warehousemen, in all types of all products and
services, dealing in all kinds of goods, materials and items including but not limited to clothes, fashion
products, life style products, apparels, general merchandise, food & provisions, household goods,
consumer durables, electronic items, arts and crafts, jewellery, home improvement products, footwears,
luggages, books & stationery, health care and beauty products, toys and music, computers &
accessories, telecom products, agri input products, furniture & furnishings, automobile & accessories,
fabrics (including, without limitation, cotton, knitted, dyed, processed wool, jute, hemp, silk, nylon and
allied materials and articles), textile of all kinds, non wearables of all kinds (including, without
limitation, industrial or domestic wearable and non wearable, carpets and rugs, strapes, tapes, ribbon,
elastic braids, labels, etc.) and any other products, goods and services not specifically listed above.
manufacturing, buying, selling, importing, exporting, refining, manipulating or otherwise dealing in
textiles and piece- goods of all kinds, yam, threads, siiks and art silks, cotton, woollens, nylon,
synthetic, man-made and allied materials, rayons and fabrics of all kinds, woven/non-woven cloths,
industrial doth, oil-cloth, leather cloths, Hessians, jute cloths, man-made fibres including regenerated
cellulose-rayons, nylon and the like, textile auxiliaries, and sizing materials including starch and as
ginners, pressers, packers, calendars, spinners, weavers, bleachers, dyers, combers and traders of
cotton, wool, silk, nylon, synthetic, man-made fibre, flax, hemp, jute and other fibrous substances
whether textile, felted, netted or looped and of waste materials and cotton seeds and to run spinning,
weaving, pressing, ginning and processing or manufacturing mills, dyeing, printing and bleaching
factories and carry on all the above business in all or any of their respective branches.
trading, buying, selling, importing, exporting, retailing or wholesaling and to offer one stop solution for
sale, purchase, export, import, trade and the like through any means and formats, including, without
limitation, hyper markets, super markets, mega stores, discount stores, factory outlets, warehouses, cash
& carry, departmental stores, shoppers plaza, direct to home, phone order and mail order, catalogue,
through internet and other forms and multi level channels for all products and services, dealing in all
kinds of goods, materials and items including but not limited to clothes, fashion products, life style
products, apparels, general merchandise, fabrics, textiles, food & provisions, household goods,
consumer durables, jewellery, home improvement products, footwears, luggages, books & stationery,
health care and beauty products, toys and music, computers & accessories, telecom products, agri input
products, furniture & furnishings, automobile & accessories, fabrics, textile, and non wearables of all
kinds (including, without limitation, industrial or domestic wearable and non wearable, carpets and
rugs, strapes, tapes, ribbon, elastic braids, labels, etc.) and any other products, goods and services not
specifically listed above.
43
Changes In Memorandum of Association Since Companys Inception:
Since incorporation, there has been no change made in the Memorandum of Association except as follows-
Subsidiaries of the Company:
The Company does not have any subsidiary as on the date of this Information Memorandum.
Shareholders Agreement:
The Company has not executed any aggrement with its shareholders as on the date of this Information
Memorandum.
Strategic / Financial Partners and Other Material Contracts:
The Company does not have any strategic/financial partners or has not entered any material contracts other than
in ordinary course of business.
Board of Directors:
The overall management is vested in the Board of Directors, comprised of qualified and experienced persons.
The Board of Directors of the Company as on April 19, 2013 is:
Other
Directorships
S. Date of Held in Indian
No. Name DIN Address Appointment Date of Appointment Companies
1. Dr. 00020425 801, The April 19, 2013 Dr. Rakesh Jain, the Listed
Rakesh Residency,Union Managing Director of 1) Idea Cellular
Jain Park Road, Khar Aditya Birla Nuvo Ltd Ltd.
(W), MUMBAI, (ABNL), is M.Tech 2) Aditya Birla
400052, from IIT Kharagpur and Nuvo Limited
Maharashtra, Ph.D from University of Unlisted
India Akron in the United 3) Thai
States. Dr. Rakesh Jain Polyphosphate
was Managing Director & Chemicals
of erstwhile Indo Gulf Company Ltd.
Fertilizers Limited 4) Birla Sun Life
(IGFL) prior to its Insurance
amalgamation with Company Ltd.
ABNL. He has rich 5) Aditya Birla
experience in the areas Minacs
of business Worldwide
development, strategy Ltd.
formulation and 6) Aditya Birla
technology Minacs IT
management. He started Services Ltd.
his career in GE Electro 7) Birla
Materials, Coshocton Management
OH. Before joining Corporation
IGFL, he was holding Pvt Ltd.
the position of President 8) Birla
& CEO for India and Management
South Asia in GE Centre
Plastics. He has rich Services Ltd
global experience in 9) Aditya Birla
USA, Europe and Asia Science &
in different capacities Technology
44
such as Business Leader, Company Ltd.

Global Manufacturing
Leader and Six Sigma
Leader in GE Group.
Presently, he is the
Business Director of
IT- ITeS, Agri, &
Insulators Business of
ABNL
2. Mr. 60017 Ocean August 6, Mr. Sushil Agarwal, a Listed

Sushil C.H.Society Ltd, 2009 qualified Chartered 1) Aditya Birla
Agarwal 301, Ocean View Accountant and Masters Nuvo Limited
Union Park, Khar in Commerce was Unlisted
West, Mumbai, appointed as a Chief 2) ABG Realty
400052, Financial Officer of and
Maharashtra, ABNL in May, 2009 Infrastructure
India and as a Whole Time Company
Director in June, 2011. Private
He has been with the Limited
Aditya Birla Group 3) ABNL
since the beginning of Investment
his career in 1989 and Limited
has privilege of working 4) Aditya Birla
closely with the former Insurance
Chairman Late Mr. Brokers
Aditya Vikram Birla and Limited
current Chairman Mr. 5) Aditya Birla
Kumar Mangalam Birla. Money Mart
He has richly Limited
contributed with his 6) Aditya Birla
widely acknowledged Securities
financial acumen and Private
analytical skills in many Limited
Restructuring, Mergers 7) Aditya Birla
and Acquisitions Minacs
initiatives of the Aditya Worldwide
Birla Group. In Limited
recognition of his stellar 8) Aditya Birla
contribution he was Power
honored with the Company
Chairmans Exceptional Limited
Contributor Award in 9) Birla TMT
2000. He was Holdings
recognized in CFO Private
Indias First Annual Limited
CFO list under the 10) Green Acre
category Winning Agro Services
Edge in Strategy. He Private
is on the board of Limited
several companies and is 11) IGH Holdings
widely networked. He is Private
familiar with operations Limited
in most states in India 12) Infocyber
and several countries India Private
abroad through his Limited
experience of over 20 13) TGS
years. Investment &
Trade Private
45
Limited
14) Applause
Bhansali Films
Private
Limited
15) Applause
Entertainment
AP Private
Limited
16) Applause
Entertainment
Private
Limited
17) Azure Jouel
Private
Limited
18) B G H
Properties
Private
Limited
19) BGFL
Corporate
Finance
Private
Limited
20) BGH Exim
Limited
21) Madura
Garments
Lifestyle
Retail
Company
Limited
22) Mangalam
Carbide
Limited
23) Naman
Finance &
Investment
Private
Limited
3. Mr. 230152 D-1, CEDAR January 23, Mr. Pranab Barua is Unlisted
Pranab CREST, 258, 10th 2009 Business Director for 1) Madura
Barua MAIN, Defence the Apparel & Retail Garments
Colony, Indira Business of Aditya Birla Lifestyle Retail
Nagar, Bangalore, Group. Mr. Barua has Co. Ltd.
560038, over 35 years of 2) Aditya Birla
Karnataka, India professional experience, Retail Ltd.
having worked in 3) Aditya Birla
different Companies Management
(including top Corporation Pvt.
multinationals) and Ltd.
Industries. In particular, 4) Nicora Interiors
his professional Pvt Ltd.
background includes 5) Fabmall (India)
experience as Chairman Private Limited
and Managing Director 6) Terrafirma
of Reckitt Benckiser; Agroprocessing
46
Regional Director, (India) Private

Reckitt Benckiser for Limited
South Asia; Foods 7) H.A.S.Two
Director on the Holdings Private
Hindustan Unilever Limited
Board; and Sales and 8) Trinethra
Marketing Director of superretail
Brooke Bond India Ltd. Private Limited
He has also worked 9) RKN Retail
closely with Private Private Limited
Equity Groups like
IL&FS, Actis and India
Value Fund for their
investor companies like
Godrej Tea and
Trinethra Super Retail.
He is a graduate in
English honours from St
Stephens College, New
Delhi. He has also
attended many advanced
Management programs
in India and abroad.
4. Mr. P 00020437 2, Gilchrist April 19, 2013 Mr. P. Murari, is a Listed Entities
Murari Avenue, retired IAS Officer. He 1) Aditya Birla
Harrington Road, was Secretary to the Nuvo Limited
Chetpet, President of India 2) Aban Offshore
CHENNAI, before retiring from Ltd.
600031, Tamil service in September, 3) IDEA Cellular
Nadu, India 1992. He has held Ltd.
several key positions in 4) XPRO Inida
Government both at the Ltd.
Central and the State, 5) HEG Ltd.
various institutions and 6) Bajaj Holdings
professional bodies and and Investment
served on their Boards Ltd.
as Director/ Governor 7) Bajaj Auto Ltd.
of Councils. Mr. Murari 8) Fortis Malar
is presently a Director Hospitals Ltd.
on the Board of several Unlisted
companies 9) Adayar Gate
Hotel Ltd.
10) Great Eastern
Energy
Corporation
Ltd.
5. Mr. 00060998 52 Miami APTS, April 19, 2013 Mr. Bharat Patel is the Listed
Bharat Bhulabhai Desai former Chairman of 1) Nesco Limited
Patel Road, Procter & Gamble 2) Sasken
Breach Candy, Hygiene and Health Communication
MUMBAI Care Ltd., and presently Technologies
400026, the Chairman of Indian Ltd
Maharashtra, Society of Advertisers Unlisted
India (ISA). He has over 40 3) Birla Sun Life
years of varied Asset
experience in the field of Management
marketing, sales, Co. Ltd
exports, manufacturing, 4) Siskma Shyam
47
etc. He holds MA in Teleservices

Economics from the Ltd.
University of Notre
Dame, USA and MBA
in Marketing from the
University of Michigan,
USA. Apart from being
associated with various
Industry Associations,
he is on the Board of
various companies.
Shareholding of Directors in the Company as on date is following:
1) Mr. Sushil Agarwal 100 shares

2) Mr. Bharat Patel 413 shares
Corporate Governance:
The provisions of the listing agreement to be entered into with the Stock Exchange with respect to Corporate
Governance will be applicable to the Company immediately upon the listing of its Equity Shares on the Stock
Exchange. However, the Company is compliant with the provisions of Clause 49 of the Listing Agreement.
Please refer to details of the Board of Directors of the Company on page no. 39 of this document.
a) Composition of Audit Committee
The Audit Committee was last re-constituted by our Directors at their Board meeting held on April 19, 2013. The
Audit Committee comprises:
1) Mr. P Murari (Chairman); Independent Director

2) Mr. Bharat Patel, Independent Director
3) Mr. Pranab Barua and
The scope and function of the Audit Committee is in accordance with Section 292A of the Companies Act and
clause 49 of the Equity Listing Agreement and its terms of reference are as follows:
Overseeing our Companys financial reporting process and the disclosure of its financial information to ensure
that the financial statements are correct, sufficient and credible;
Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of
the statutory auditor and the fixation of audit fees;
Approving payment to statutory auditors for any other services rendered by the statutory auditors;
Reviewing, with the management, the annual financial statements before submission to the Board for
approval, with particular reference to:
(a) Matters required to be included in the Directors Responsibility Statement to be included in the
Boards report in terms of clause (2AA) of Section 217 of the Companies Act;
(b) Changes, if any, in accounting policies and practices along with reasons for the same;
(c) Major accounting entries involving estimates based on the exercise of judgment by management;
(d) Significant adjustments made in the financial statements arising out of audit findings;
(e) Compliance with listing and other legal requirements relating to financial statements;
(f) Disclosure of any related party transactions; and
(g) Qualifications in the draft audit report.
Reviewing, with the management, the quarterly financial statements before submission to our Board for
approval;
Reviewing, with the management, the statement of uses / application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated
in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the
utilization of proceeds of a public or rights issue, and making appropriate recommendations to our Board to
take up steps in this matter;
Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal
48
control systems;
Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit;
Discussing with the internal auditors any significant findings and follow up there on;
Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to our Board;
Discussing with the statutory auditors before the audit commences, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern;
Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;
Reviewing the functioning of the whistle blower mechanism, in case the same exists;
Approving the appointment of the Chief Financial Officer (i.e. the whole time finance director or any other
person heading the finance function) after assessing the qualifications, experience and background, etc., of the
candidate; and
Carrying out any other function as is mentioned in the terms of reference of the Audit Committee or contained
in the equity listing agreements as and when amended from time to time.
Further, the Audit Committee shall mandatorily review the following:

Management discussion and analysis of financial condition and results of operations;
Statement of significant related party transactions (as defined by the Audit Committee), submitted by
management;
Management letters / letters of internal control weaknesses issued by the statutory auditors;
Internal audit reports relating to internal control weaknesses; and
The appointment, removal and terms of remuneration of the chief internal auditor.
b) Composition of Shareholders Grievance / Allotment and Transfer Committee
The Investor Relations and Finance Committee of the Board [IRFC Committee] was constituted pursuant to the
resolution passed by our Board at its meeting held on April 19, 2013. The IRFC Committee comprises:
1. Mr. P Murari, Independent Director

2. Mr. Bharat Patel, Independent Director
3. Mr. Pranab Barua
The scope and functions of IRFC Committee includes inter-alia Redressal of shareholders and investors
complaints, including in respect of:
Non-receipt of declared dividends, balance sheets of the Company, etc;
Allotment of shares, approval of transfer or transmission of equity shares, debentures or any other securities;
Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.; and
Carrying out any other function contained in the equity listing agreements as and when amended from time to
time.
c) ESOP Compensation Committee
The Committee comprises:
1. Mr. P Murari, Independent Director

2. Mr. Bharat Patel, Independent Director
3. Mr. Pranab Barua
The Compensation Committee was constituted by a meeting of the Board of Directors held on May 23, 2013.
This committee looks in all matters pertaining to remuneration of whole time directors and the managing
director.
49
Change in Board of Directors in last 3 years:
Sr.
No Name of Directors Date of Appointment Date of Resignation
1. Mr. N V Balachander 19th April, 2007 15th April, 2010
2. Mr. Pranab Barura 23th January, 2009 -
3. Mr. Sushil Agarwal 6th August , 2009 -
4. Mr. S Visvanathan 29th June, 2009 19th April, 2013
5. Mr. Ashish Dikshit 15th April, 2010 19th April, 2013
6. Mr. Manoj Kedia 30th April, 2012 19th April, 2013
7. Mr. Devendra Bhandari 30th April, 2012 19th April, 2013
8. Mr. Anil Rustogi 30th April, 2012 19th April, 2013
9. Dr. Rakesh Jain 19th April, 2013 -
10. Mr. P Murari 19th April, 2013 -
11. Mr. Bharat Patel 19th April, 2013 -
50
VIII. MANAGEMENT
The Company is managed, controlled and directed by the Board of Directors. The details of Board of Directors are
disclosed in Company History & Management chapter.
Employees:
With effect from the Effective Date:
(i) All the employees, staff and workmen of the Demerged Company engaged in the Demerged
Undertaking as on the Effective Date (Demerged Employees) have become the employees of the
Resulting Company on terms and conditions no less favourable than those on which they were engaged
by the Demerged Company without any break or interruption in service as a result of the transfer of the
Demerged Undertaking of the Demerged Company to the Resulting Company.
(ii) The services of all the Demerged Employees with the Demerged Company prior to the transfer, as
aforesaid, shall be taken into account for the purposes of all benefits to which the Demerged
Employees may be eligible, and accordingly, the period of service of the Demerged Employees shall be
reckoned therefore from the date of their respective appointment in the Demerged Company.
(iii) The contributions, and all accretions thereto, in the Government provident fund account,
superannuation fund, gratuity fund and other benefit funds if any, of which the Demerged Employees
were members or beneficiaries till the Effective Date, shall, with the approval of the concerned
authorities, be transferred (in such proportion as is referable to the Demerged Employees being
transferred to the Resulting Company) to the relevant funds of the Resulting Company for the benefit
of the Demerged Employees on terms no less favourable. In the event that the Resulting Company has
its own funds in respect of any of the funds referred to above, such investments shall, subject to the
necessary approvals and permissions, be transferred to the relevant funds of the Resulting Company. In
the event that the Resulting Company does not have its own fund in respect of any of the aforesaid
matters, the Resulting Company may, subject to necessary approvals and permissions, continue to
contribute in respect of the employees engaged in the Demerged Undertaking to the relevant funds of
the Demerged Company, until such time that the Resulting Company creates its own fund, at which
time the investments and contributions pertaining to the employees of the Demerged Undertaking shall
be transferred to the funds created by the Resulting Company. In case, necessary approvals are not
received by the Effective Date and there is delay, all such amounts shall continue to be administered by
the Demerged Company in trust for the Resulting Company from the Effective Date till the date of
actual transfer and, on receiving the approvals all the accumulated amounts till such date, shall be
transferred to the respective funds of the Resulting Company suo moto.
Brief Profile of KMP
S. Date of
No. Name Designation Age Appointment Brief Profile
1. Mr. Shital Chief 42 19th April, Mr. Shital Mehta, has been with Aditya Birla
Mehta Executive 2013 Group for about 13 years. He served as the Chief
Officer Operating Officer of the International Brands and
Retail, Madura Fashion and Lifestyle. He is an
MBA in Marketing from S.P. Jain Institute of
Management & Research, Mumbai. He has done
advanced management studies from Wharton
Business School.
2. Mr. Manoj Chief 48 19th April, Mr. Manoj Kedia is a Chartered Accountant and
Kedia Financial 2013 has been associated with the Aditya Birla Group for
Officer & more than 18 years. With his extensive knowledge
51
S. Date of
No. Name Designation Age Appointment Brief Profile
Manager* and proficiency he has created a niche for himself
through the years.
3. Ms. Geetika Company 26 27th Ms. Geetika Anand is a commerce graduate cum
Anand Secretary December, Company Secretary and a qualified Lawyer. She
2012 also holds a Masters degree in Business Law from
National law School, Bangalore. She has more than
7 years of working experience in the Legal &
Secretarial function of the Aditya Birla Group. She
has been involved in various strategic initiatives /
M&A activities besides assisting in the Legal &
Secretarial function. In recognition of her
contribution, she was honoured with the
Chairmans Individual Award in the Category
"Young Professional" at the Aditya Birla Awards
for Outstanding Achievement, 2011.
*Manager in terms of Section 309 of the Companies Act, 1956
52
IX. PROMOTER, PROMOTER GROUP AND GROUP COMPANIES
Promoters:
The details of our Promoters are given below:
1. INDIGOLD TRADE AND SERVICES LIMITED (ITSL)
Indigold Trade and Services Limited is a public limited company incorporated as Madura Garments
International Brands Company Limited on May 10, 2007under the Companies Act. The name of the
company was changed to Indigold Trade and Services Limited on June 14, 2010. The registered office of the
company is situated at Regent Gateway, Plot No 5B,Doddanekundi Village, KIADB Industrial Area, ITPL
Road, Bangalore-560 048, Karnataka. . It is a wholly-owned subsidiary of Aditya Birla Nuvo Limited.
The main objects include the following:
i. To carry on in India and elsewhere the business of buyers, manufacturers, importers, dealers, traders,
sellers, Regulation-sellers, packers, re-packers, brand agents, exporters, wholesalers, retailers, agents (by
whatever name called), distributors, exclusive right holders and / or the like, in all types of apparel ,
sanitary and lifestyle merchandise
ii. To carry on in India and elsewhere the business of branded merchandise, by operating, whether directly or
through any other means, chains of stores, outlets, showrooms, supermarkets, hypermarkets, mega
markets, large format retail stores, discount stores, and any other wholesale and / or retail experience, in or
though multiple market and / or marketing channels
iii. To offer comprehensive, turnkey and end-to-end solutions regarding sale, purchase, dealing, display,
wholesale, trading, retailing, export, import, and the like, of garments, fashion apparel, fashion products,
life style products, lifestyle accessories, fashion accessories, general merchandise and all other
merchandise dealt with by the company
b. The shareholding pattern of Indigold Trade And Services Limited as on date is as follows:
S No Shareholder Category No of Shares Held % of Shares Held

1 Promoter Aditya Birla Nuvo Limited jointly 25,423,000 100%
with its Nominees
The details of the directors of Indigold Trade And Services Limited are as follows.-
S Date of
Name Qualifications Experience
No Appointment
Mr. Anil Rustogi is a commerce graduate and a
Chartered cum Cost Accountant by profession. He
has more than 26 years of working experience out of
which about 21 years is with Aditya Birla Group.
Since 2001 , he is leading the finance function of
Aditya Birla Nuvo Limited and has been involved
in various strategic initiatives/ M& A Activities and
B.Com
Mr. Anil forex management besides fund raising in
1 07/06/2012 (hons).C.A,
Rustogi domestic as well as international market by way
I.C.W.A.
of bilateral loan, syndicated loan and structures
deals, including acquisition financing. Prior to
moving to Aditya Birla Nuvo in 2001, Mr. Rustogi
was commercial head of Eastern spinning, an
Aditya Birla Group company, where he worked for
almost 10 years across all commercial functions
including experience on shop floor.
2 Mr. S. 07/06/2012 B.Com, C.A. Mr S. Visvanathan, CFO of Madura Lifestyle and
53
Visvanathan Fashion has over 26 years of experience in various

industries spanning white goods, capital equipment,
electrical equipment, and auto components. He is a
member of the Management Committee of the
Textile and Apparel business of the Aditya Birla
Group. He joined the Aditya Birla Group in the year
2007 and has since worked in the Textile and
Apparel business. Prior to joining the Group he
worked with the Tata Group in the Auto
Components Business where he was involved from
the start up of the business in 1997 till 2007 when it
was close to a billion dollars in size. In the initial
part of his career he had worked with Voltas Ltd in
various capacities rising upto the position of the
Chief Financial Officer of Allwyn - a Public Sector
undertaking which was taken over by Voltas
Limited. He is a commerce graduate from Chennai
University and qualified as a Chartered Accountant
and Cost Accountant.
Mr. Shriram Jagetiya is a graduate in Science and a
Chartered cum Cost Accountant. He has more than
20 years of working experience in various finance
B. Sc functions within Aditya Birla Group. He has also
Mr. Shriram (Mathematics), been involved in various strategic initiatives and
3 07/06/2012
Jagetiya C.A., ICWA M&A activities of the group besides fund raising
(domestic as well as international market), treasury
& investments. In recognition of his contribution to
the Aditya Birla Group, he was honoured with the
Chairmans Exceptional Contributor Award in 2011.
54
c. The brief audited financial details for a period of the last three financial years is as follows-
(Rs Lakhs)
Year Ended Year Ended
March 31, March 31, Year Ended
2013 2012 March 31, 2011
Particulars (Audited) (Audited) (Audited)
Profit and Loss Statement
Income from Operations
Other Income 174.56 24.13 0
Total Income 174.56 24.13 0
Total Expenditure 14.85 0.65 0.34
Profit Before Depreciation Interest and Tax 159.71 23.48 (0.33)
Depreciation 0 0 0
Interest and Finance expenses 146.99 1.55 8.31
Profit before Exceptional Item and Tax 12.72 21.93 (8.65)
Exceptional Items 0 0 0
Profit Before Tax 12.72 21.93 (8.65)
Provision for Tax 53.25 1.69 0
Profit After Tax (40.53) 20.24 (8.65)
(Rs Lakhs)
Year Ended Year Ended Year Ended

March 31, 2013 March 31, 2012 March 31, 2011
Balance Sheet Statement
(A) Shareholders Funds
Share Capital
Equity 594.70 200.00 200.00
Reserves and Surplus (25.50) 7.68 (12.56)

- - -
I 569.20 207.68 187.44
(B) Non-Current Liabilities
Long-Term Borrowings - - -
Deferred Tax Liabilities (Net) - - -
Other Long-Term Liabilities - - -
Long-Term Provisions - - -
II
(C) Current Liabilities
Short-Term Borrowings - 29.00 104.05
Trade Payables 0.83 1.53 1.18
Other Current Liabilities 86510.56 0.22 11.28
Short-Term Provisions 0.26 0.26 0.26
55
III 86511.65 31.01 116.77

Total (I+II+III) 87080.85 238.69 304.21
ASSETS
(D) Non-Current Assets
Net Fixed Assets
Non-Current Investments 80050.00 102.50 102.50
Long-Term Loans and Advances 7012.00 - -
Other Non-Current Assets - - -
IV 87062.00 102.50 102.50
(E) Current Assets
Current Investments - 1.80 196.88
Inventories - - -
Trade Receivables - - 2.25
Cash & Bank Balance 1.39 2.79 2.59
Short-Term Loans and Advances 5.03 130.02 -
Other Current Assets 12.43 1.58 -
V 18.85 136.19 201.71
Total (IV+V) 87080.85 238.69 304.21
Other Financial Data

Year Ended
March 31,
March 31, 2013 March 31, 2011
2012
(Audited) (Audited)
Particulars (Audited)
Dividend (%) - - -
Basic Earnings Per Share (Rs) (1.32) 1.01 (0.43)
Diluted Earnings Per Share (Rs) (1.32) 1.01 (0.43)
d. Income Tax Permanent Account No.
Income tax PAN of Indigold Trade and Services Limited is AAFCM5307C
2. ADITYA BIRLA NUVO LIMITED
a. ABNL is a public limited company incorporated as the Indian Rayon Corporation Limited on September
26, 1956 under the Companies Act, 1956. The name of the ABNL was changed from The Indian Rayon
Corporation Limited to Indian Rayon and Industries Limited on January 23, 1987, as the company had
diversified into various businesses such as textiles, insulators and cements. Subsequently, the name of the
Company was again changed on October 27, 2005 to Aditya Birla Nuvo Limited. The new name reflects
the companys conglomerate status as ABNL has various diversified businesses directly or through its
subsidiaries / Joint Venture companies such as the Garments business, Carbon Black, Viscose Filament
Yarn, Insulators, Textiles, Fertilisers, Information Technology, Business Process Outsourcing, Life
Inurance, Financial services and Telecom business. The registered office of ABNL is situated at Indian
Rayon Compound, Veraval, Gujarat 362 266. ABNL is presently listed on the BSE (Scrip Code: 500303)
and NSE (Ticker: ABIRLANUVO), ISIN: IN INE069A01017)
b. The main objects of ABNL include the following:
i. To carry on the business of manufacturing, buying, selling, importing, exporting, distributing,

processing, exchanging, converting, altering, twisting or otherwise handling or dealing in cellulose,
viscose rayon yarns and fibres, synthetic fibres and yarns, staple fibre yarns and such other fibres or
56
fibrous materials, transparent paper and auxiliary chemical products, allied products, by-products or
substances or substitutes for all or any of them or yarn or yarns for textile or other use as the Company
may deem necessary expedient or practicable
ii. To manufacture and deal in all kinds of cotton, linen, silk, worsted and ortla goods and goods made of
jute, hemp, flax, cellulosic fibres, metallic fibres, glass fibres, protein fibres, rubber fibres, rayons,
polyesters, all kinds of synthetic polymers and other fibres or fibrous substances natural or otherwise;
to purchase cotton or all other fibrous materials either in the raw or manufactured state, to gin, comb,
prepare, spin, double, twist, wind, bleach, dye, finish and do other processes, connected with or
incidental to the general manufacture of the same; to manufacture and deal in all kinds of yarn and
thread including covered elastic thread and covered rubber thread from any or all of the said fibres or
fibrous substances, required for any of the purposes or weaving, sewing, knitting, embroidery, tapestry,
hosiery, texturising and all other special purposes in which any or all such yarns and threads could be
used; to weave or otherwise manufacture, buy and sell and deal in all kinds of fabric whether textile,
filter, netted, knitted, looped, bonded or otherwise made out of the said yarns or fibres; to manufacture
and deal as a wholesaler, retailer, distributor, exporter, broker, trader, agent, franchisee etc. in all kinds
of garments, dresses, hosiery etc. made from out of the said yarns, fibres and fabrics for every kind of
use; to make vitriol, bleaching and dyeing materials; to operate as dyers, printers, bleachers, finishers
and dressers; to purchase material for and to purchase or manufacture blocks, spools, bobbins, cones,
boxes, tickets, labels, wrappers, show cards, machines, tools and other appliances required in and
connected with the said business; and to trade in, deal in, sell and dispose of the articles purchased and
manufactured by the Company and to carry on any other operations and activities of whatsoever kind
and nature in relation or incidental to hereinabove
iii. To carry on the business of manufacturers of and dealers in chemicals of any nature and kind
whatsoever and as wholesale or retail chemists, druggists, analytical or pharmaceutical chemists, dry
salters, oil and colour men, importers, exporters and manufacturers of and dealers in heavy chemicals,
alkalies, acids, drugs, tanins, essences, pharmaceutical, sizing, medicinal, chemical, industrials and
other preparations and articles of any nature and kind whatsoever, mineral and other water soaps,
cements, oils, fats, paints, varnishes, compounds drugs, dyestuffs organic or mineral intermediates,
paints and colour grinders, makers of and dealers in proprietory articles of all kinds and of electrical,
chemical, photographical surgical and scientific apparatus and materials and to manufacture, refine,
manipulate import and deal in salts and marine minerals and their derivatives, by-products and
compounds of any nature and kind whatsoever.
iv. To carry on all or any of the business of the manufacturers of and dealers and workers in cement, lime,
plasters, mortar, concrete, whitings, casks, sacks, minerals, clay, earth, gravel, sand, coke, fuel,
artificial stone and builders requisites of all kinds
v. To carry on the business of electrical engineers, electricians, engineers, contractors, manufacturers,

constructors, suppliers of and dealers in electrical and other appliances, cables, wirelines, dry-cells,
accumulators, lamps and works and to generate, accumulate, distribute and supply electricity for the
purposes of light, heat-motive power and for all other purposes for which electrical energy can be
employed and to manufactureand deal in all apparatus and things required for or capable of being used
in connection with the generation, distribution, supply, accumulation and employment of electricity
including in the term electricity all power that may be directly or indirectly derived therefrom or may
be incidentally hereafter discovered in dealing with electricity
vi. To carry on trade or business in India or elsewhere of manufacturing, producing, preparing, fertilizers
of all types, heavy chemicals and their by-products and derivatives and mixtures thereof
vii. To carry on in India or in any part of the world, the business of processing converting, producing,
manufacturing, formulating, using, buying, acquiring, storing, packaging, selling, transporting,
57
distributing, importing, exporting and disposing all types of fertilizers , chemicals, heavy chemicals,
bio-chemicals, acids, alkalis, agrochemicals and their by-products, derivatives and mixtures thereof,
applications in bio-technology, maintaining and rendering assistance and services of all and every
kind of any description for selling, exchanging, altering, improving and dealing in artificial and other
fertilizers, heavy chemicals, agro-chemicals and their by products of every description
viii. To carry on business as an Investment Company and to underwrite and sub-underwrite, to invest in
with or without interest or security and acquire by gift or otherwise and hold, sell, buy or otherwise
deal in shares, debentures, debenture stocks, bonds, units, obligations and securities issued or
guaranteed by Indian or Foreign Governments, States, Dominions, Sovereigns, Municipalities or Public
Authorities or bodies and shares, stocks, debentures, debenture stock, bonds, obligations and securities
issued and guaranteed by any company, corporation, firm or person whether incorporated or
established in India or elsewhere and to manage shares, stocks, securities, finance subject to necessary
Government approval and to deal with and turn to account the same, however the Company shall not
carry on any Chit fund activities or business of banking or insurance within the Banking Regulation
Act, 1949 or the Insurance Act
ix. To finance the Industrial Enterprises and to provide venture capital, seed capital, loan capital and to
participate in equity / preference share capital or to give guarantees on behalf of the company in the
matter and to promote companies engaged in industrial and Trading Business and to act as Financial
consultants, brokers, underwrites, promoters dealers, agents and to carry on the business of share
broking and general brokers for shares, debentures, debenture-stocks bonds, Units,
obligations,securities, commodities, bullion currencies and to manage the funds of any person or
company by investment in various avenues like Growth Fund, income Fund, Risk Fund, Tax Exempt
Fund, Pension/Superannuation Funds and to pass on the benefits of portfolio investments to the
investors as dividends, bonus, interest, etc and to provide a complete range of personal financial
services like investment planning, estate planning, tax planning, portfolio management, consultancy/
counseling service in various fields, general administrative, commercial financial, legal ,economic,
labour, industrial public relations, scientific technical direct and indirect taxation and other levies,
statistical, accountant, quality control, data processing by acquiring/ purchasing sophisticated office
machineries such as computers, tabulators, addressing machines etc
x. To promote industrial finance by way of advances, deposits or lend money, securities and properties to
or with any company, body, corporate, firm, person or association whether falling under the same
management or otherwise, with or without security and on such terms as may be determined from time
to time; and to carry on and undertake the business of finance, investment and trading, hire-purchase,
leasing and to finance lease operations of all kinds, purchasing, selling, hiring or letting on hire all
kinds of plant and machinery and equipment that the Company may think fit and to assist in financing
of all and every kind of description of hire-purchase or deferred payment or similar transactions and to
subsidise, finance or assist in subsidizing or financing the sale and maintenance of any articles, goods
and commodities of all and every kind of description upon any terms whatsoever and to purchase or
otherwise deal in all forms of movable property including plant and machinery, equipment, ships,
aircraft, automobiles, computers, and all consumer, commercial and industrial items and to lease or
otherwise deal with any of them in any manner whatsoever including resale thereof regardless of
whether the property purchased and leased be new and/or used.
58
c. The shareholding pattern of ABNL as of March 31 , 2013 is as follows -

% of Shares Held % of Shares Held
S
Shareholder Category No of Shares Held As a % of As a % of
No
A+B A+B+C
Promoter and Promoter Group
Indian 64,624,697 55.22% 53.76%
Foreign Nil Nil Nil
(A) Total Promoter and Promoter 64,624,697 55.22% 53.76%
Group
Public Shareholding
Institutions 33,948,004 29.01 28.24
(Mutual Funds / FIs / Banks,
Insurance Companies / FVCIs /
FIIs / Others)
Non-Institutions 18,458,434 15.77 15.35
(B) Total Public Shareholding 52,406,438 44.78% 43.59%
Total (A) + (B) 117,031,135 100.00% 97.35%
Shares held by Custodians and

against which Depository
Receipts have been issued
Promoter and Promoter Group 1,425,000 NA 1.19%
Public 1,757,052 NA 1.46%
(C) Total 3,182,052 NA 2.65%
Grand Total (A + B + C) 120,213,187 100.00%
d. The details of the directors of ABNL are as follows -

Date of
S No Name Qualifications Experience
Appointment
1 Mr. Kumar 23.09.1992 B.Com, A.C.A, Mr. Kumar Mangalam Birla (45) is the
Mangalam Birla M.B.A. London Chairman of the Aditya Birla Group, which
operates in 36 countries across six
continents. A commerce graduate from the
Mumbai University, Mr. Birla is a chartered
accountant. He earned an MBA from the
London Business School.
Mr. Birla chairs the Boards of the major
Group companies in India and globally. Mr.
Birla holds several key positions on various
regulatory and professional Boards. He is a
Director on the Central Board of Directors
of the Reserve Bank of India. Earlier, he
was Chairman of the Advisory Committee
constituted by the Ministry of Company
Affairs and also served on The Prime
Minister of Indias Advisory Council on
Trade and Industry. He serves on the
London Business Schools Asia Pacific
Advisory Board and is a Honorary Fellow
of the London Business School.
2 Mrs. Rajashree 14.03.1996 B.A. Mrs. Rajashree Birla is a Director on the
Birla Board of all the major Aditya Birla Group
of Companies; viz., Grasim Industries Ltd.,
59
Hindalco Industries Ltd. and Ultra Tech

Cement Ltd. Additionally, Mrs. Birla
serves as a Director on the Board of the
Aditya Birla Groups International
Companies spanning Thailand, Indonesia,
Philippines and Egypt. As Chairperson of
the Aditya Birla Centre for Community
Initiatives and Rural Development, the apex
body responsible for social development
projects, Mrs. Birla oversees the Groups
social and welfare driven work across 30
companies. She is also a Trustee of
Population First, India, and of BAIF
Development Research Foundation, Pune.
Mrs. Birla studied arts, graduating from the
Loretto College at Calcutta.
3 Mr. B.L. Shah 15.04.1975 B.Com Mr. B.L. Shah is a Commerce Graduate
and has worked for several companies on
various posts reaching to the position of
President and Director. Mr. Shah is
presently a Director on the Board of several
companies.
4 Mr. P. Murari 28.01.2000 M.A. Mr. P. Murari, is a retired IAS Officer. He
(Economics) was Secretary to the President of India
before retiring from service in September
, 1992. He has held several key positions
in Government both at the Central and the
State, various institutions and professional
bodies and served on their Boards as
Director/ Governor of Councils. Mr.
Murari is presently a Director on the Board
of several companies.
5 Mr. B.R. Gupta 28.01.2000 M.A. (English) Mr. B. R. Gupta is a Post Graduate in Arts,
L.L.B, F.I.I.I.I Law and a Graduate Fellow of Insurance
Institute of India and is former Executive
Director of Life Insurance Corporation of
India. He has very rich and varied
experience as Investment Consultant and as
a Director on the Boards of several
companies. Presently he is an Independent
Director of the Company.
6 Ms. Tarjani 27.07.2000 M.A. Ms. Tarjani Vakil is a Post Graduate in
Vakil Arts. Ms. Vakil retired from the position of
Chairperson and Managing Director of
EXIM Bank in 1996. Ms. Vakil is on the
Board of several companies. She is an
Independent Director of the Company and
also the Chairperson of Audit Committee of
the Company.
7 Mr. S.C. 29.04.2004 B.Com ( Hons) Mr. S. C. Bhargava is a Chartered
Bhargava FCA Accountant having more than 37 years of
experience. Mr. Bhargava is also a Director
on the Board of several companies.
8 Mr. G.P. Gupta 27.04.2005 M.Com Mr. G. P. Gupta, a Post Graduate in
Commerce, is the former Chairman and
Managing Director of IDBI and former
Chairman of UTI. He has varied experience
60
in the areas of general management,

financial management, banking, industrial
and financial restructuring. Mr. Gupta is a
Director on the Board of several companies.
9 Dr. Rakesh Jain 01.10.2005 M.Tech/P.HD, Dr. Rakesh Jain, the Managing Director of
USA ABNL, is M.Tech from IIT Kharagpur and
Ph.D from University of Akron in the
United States. Dr. Rakesh Jain was
Managing Director of erstwhile Indo Gulf
Fertilizers Limited (IGFL) prior to its
amalgamation with ABNL. He has rich
experience in the areas of business
development, strategy formulation and
technology management. He started his
career in GE Electro Materials, Coshocton
OH. Before joining IGFL, he was holding
the position of President & CEO for India
and South Asia in GE Plastics. He has rich
global experience in USA, Europe and Asia
in different capacities such as Business
Leader, Global Manufacturing Leader and
Six Sigma Leader in GE Group. Presently,
he is the Business Director of IT- ITeS,
Agri, & Insulators Business of ABNL.
10 Mr. Sushil 01.06.2011 M.Com, C.A. Mr. Sushil Agarwal, a qualified Chartered
Agarwal Accountant and Masters in Commerce was
appointed as a Chief Financial Officer of
ABNL in May, 2009 and as a Whole Time
Director in June, 2011. He has been with the
Aditya Birla Group since the beginning of
his career in 1989 and has privilege of
working closely with the former Chairman
Late Mr. Aditya Vikram Birla and current
Chairman Mr. Kumar Mangalam Birla. He
has richly contributed with his widely
acknowledged financial acumen and
analytical skills in many Restructuring,
Mergers and Acquisitions initiatives of the
Aditya Birla Group. In recognition of his
stellar contribution he was honoured with
the Chairmans Exceptional Contributor
Award in 2000. He was recognized in CFO
Indias First Annual CFO list under the
category Winning Edge in Strategy. He
is on the board of several companies and is
widely networked. He is familiar with
operations in most states in India and
several countries abroad through his
experience of over 20 years.
11 Mr. Tapasendra 30.05.2011 M.Sc. Mr. T. Chattopadhyay, M.Sc. in
Chattopadhyay (Chemistry) Chemistry is a nominee of Life Insurance
Corporation of India on the Board of the
Company since May 30, 2011. Mr.
Chattopadhyay is a former Executive
Director of Life Insurance Corporation of
India, having rich experience in the field of
Insurance.
61
12 Mr. Lalit Naik 01.01.2013 B.Tech (IIT Mr. Lalit Naik is a B.Tech in Chemical
Kanpur) & MBA Engineering from IIT Kanpur and a MBA
(IIM from IIM Ahmedabad. He is the Head of
Ahmedabad) Chemicals Business of Aditya Birla Group
since November, 2009. This business has a
turnover of around a billion dollars and has
it manufacturing operations in India,
Thailand and China. Mr. Naik provides
strategic and operational leadership to this
business, both in domestic and international
sector. Under his leadership the Chemicals
Business of Aditya Birla Group has grown
steadily. Mr. Naik has more than two and a
half decades of rich professional experience
in the field of Chemicals and has worked in
leadership positions in many companies.
Prior to joining Aditya Birla Group, Mr.
Naik was the Regional MD Asia Pacific of
Saint Gobain, a 43 Billion Euro company.
Mr. Naik started his professional career with
Bharat Petroleum and later joined Godrej
Soaps Limited. During his long
professional career, he worked in Dow
Chemical India Limited and soon became an
Executive Director of BASF India Limited.
e. The brief audited financial details of ABNL for a period of the last three financial years is as follows-
(Rs in Crores)
March 31, 2013 March 31, 2012 March 31,
(Audited) (Audited) 2011 (Audited)
Particulars
Profit and Loss Statement
Income from Operations 9754.50 8,433.48 6,447.24
Other Income 209.25 189.54 74.86
Total Income 9963.75 8,623.02 6,522.10
Total Expenditure 8847.68 7,572.96 5,562.16
Profit Before Depreciation Interest and Tax 1116.07 1,050.06 959.94
Depreciation 219.18 203.06 194.05
Interest and Finance expenses 360.00 312.82 270.81
Profit before Exceptional Item and Tax 536.89 534.18 495.08
Exceptional Items - (103.88) -
Profit Before Tax 536.89 430.30 495.08
Provision for Tax 113.84 84.91 115.39
Profit After Tax 423.05 345.39 379.69
62
(Rs in Crores)
(Audited) (Audited) (Audited)
Particulars
Balance Sheet Statement
Share Capital
Equity 120.21 113.52 113.51
Preference 0.10 0.10 0.10
Reserves and Surplus 6509.69 5,564.97 5,287.14
Money received against share warrants 223.62 - -
I 6853.62 5,678.59 5,400.75
Long-Term Borrowings 1417.91 1,406.42 1,481.79
Deferred Tax Liabilities (Net) 155.33 158.22 173.61
Other Long-Term Liabilities 85.49 69.04 52.24
Long-Term Provisions 5.36 5.58 6.18
II 1664.09 1,639.26 1,713.82
Short-Term Borrowings 2088.39 2,670.38 1,101.73
Trade Payables 1526.28 1,227.29 943.71
Other Current Liabilities 892.96 812.95 893.63
Short-Term Provisions 190.23 157.70 148.08
III 4697.86 4,868.32 3,087.15
Total (I+II+III+IV) 13215.57 12,186.17 10,201.72
ASSETS
Net Fixed Assets 2177.22 1,948.19 1,834.23
Non-Current Investments 5856.66 5,597.95 5,424.41
Long-Term Loans and Advances 286.32 410.21 194.04
Other Non-Current Assets 0.81 1.21 1.81
V 8321.01 7,957.56 7,454.49
(E) Current Assets
Current Investments 278.00 - 53.00
Inventories 1393.28 1,320.69 1,203.24
Trade Receivables 2807.26 1,689.88 1,109.29
Cash & Bank Balance 55.52 596.95 20.90
Short-Term Loans and Advances 289.70 370.42 273.04
Other Current Assets 70.80 250.67 87.76
VI 4,894.56 4,228.61 2,747.23
Total (V+VI) 13,215.57 12,186.17 10,201.72
63

Dividend (%) 65% 60% 55%
Basic Earnings Per Share (Rs) 37.23 30.43 35.84
Diluted Earnings Per Share (Rs) 36.56 30.41 34.98
f. Income Tax Permanent Account No.- Income tax PAN of ABNL is AACI1747H.
Promoter Group Companies
1 Birla Sun Life Insurance Company Ltd.

2 Aditya Birla Financial Services Pvt. Ltd.
3 ABNL Investment Ltd.
4 Aditya Birla Housing Finance Ltd. (LIL Investment Ltd.)
5 Aditya Birla Capital Advisors Pvt. Ltd.
6 Aditya Birla Trustee Company Pvt. Ltd.
7 Aditya Birla Securities Pvt. Ltd.
8 Aditya Birla Customer Services Pvt. Ltd.
9 Aditya Birla Finance Ltd.
10 Aditya Birla Insurance Brokers Ltd.
11 Aditya Birla Financial Shared Services Ltd.
12 Aditya Birla Money Insurance Advisory Services Ltd.
13 Aditya Birla Money Mart Ltd.
14 Aditya Birla Money Ltd.
15 Aditya Birla Commodities Broking Ltd.
16 Birla Sun Life Trustee Company Pvt. Ltd.
17 Birla Sun Life Asset Management Company Ltd.
18 Aditya Birla Sun Life Asset Management Company Pte. Ltd.-Singapore
19 Aditya Birla Sun Life Asset Management Company Ltd-Dubai
20 Birla Sun Life AMC (Mauritius) Ltd.-Mauritius
21 India Advantage Fund Ltd.- Mauritius
22 ABNL IT & ITES Limited
23 Aditya Birla Minacs Worldwide Ltd. (Transworks Information Services Limited)
24 Aditya Birla Minacs Worlwide ., Inc (Minacs Worldwide, Inc.)
25 Aditya Birla Minacs Philippines Inc, Philippines (Transworks BPO Philippines, Inc.)
26 AV Transworks Ltd, Canada (1694976 Ontario Limited)
27 The Minacs Group (USA), Inc., USA
28 Minacs Worldwide S.A. de C.V., Mexico
29 Minacs Ltd., UK (Undervision Limited)
64
30 Minacs Worldwide GmbH, Germany

31 Minacs KFT, Hungary
32 Aditya Birla Minacs BPO Limited, UK (Compass BPO Ltd)
33 Aditya Birla Minacs BPO Private Limited (Compass Business Process Outsourcing Private Limited)
34 Bureau of Collection Recovery, LLC
35 Bureau of Collection Recovery (BCR), Inc.
36 Madura Garments Lifestyle Retail Company Ltd.
37 Aditya Vikram Global Trading House Ltd.
38 Indigold Trade and Services Ltd.
39 Shaktiman Mega Food Park Pvt. Ltd.
40 Birla Group Holdings Private Limited
41 Shri Kumar Mangalam Birla
42 Shri Aditya Vikram Kumar Mangalam Birla HUF
43 Smt. Rajashree Birla
44 Smt. Neerja Birla
45 Smt. Vasavadatta Bajaj
46 TGS Investment And Trade Private Limited
47 Trapti Trading And Investments Private Limited
48 Turquoise Investments And Finance Private Limited
49 Birla Consultants Limited
50 Birla Industrial Finance India Limited
51 Birla Industrial Investment India Limited
52 ECE Industries Limited
53 Grasim Industries Limited
54 Heritage Housing Finance Limited
55 Hindalco Industries Limited
56 IGH Holdings Private Limited
57 Mangalam Services Limited
58 Manav Investment And Trading Company Limited
59 Pilani Investment & Industries Corporation Limited
60 Umang Commercial Company Limited
61 P.T. Indo Bharat Rayon
62 P.T. Sunrise Bumi Texiles
63 P.T. Elegant Textile Industry
64 Idea Cellular Ltd
65 Birla Securities Ltd
66 Aditya Birla Science & Technology Ltd
65
67 Birla Management Centre Services Ltd

68 Aditya Birla Port Limited
Group Companies:
Top five Group Entities
Following are details of our top five Group Entities, determined on the basis of turnover in the last fiscal.
1. Idea Cellular Ltd.

2. Birla Sun Life Insurance Company Ltd.
3. Aditya Birla Finance Ltd.
4. Birla Sun Life Asset Management Company Ltd.
5. Aditya Birla Money Limited
1. IDEA CELLULAR LIMITED (Idea)
a) Incorporation & registered office
Idea Cellular Limited, a public limited company incorporated under the Act, with its registered office
situated at Suman Tower, Plot No. 18, Sector 11, Gandhinagar 382 011, Gujarat
b) Principal Business
Idea Cellular Limited was incorporated on March 14, 1995 as Birla Communications Limited. The
Companys name was changed to Birla AT&T Communications Limited on May 13, 1996.
Subsequently, its name was changed to Birla Tata AT&T Communications Limited on November 6,
2001. Consequent to the introduction of the Idea brand, the Companys name was changed to Idea
Cellular Limited on May 1, 2002. The Company is engaged in providing mobile telephony services.
Idea, an Aditya Birla Group Company is the third largest wireless operator in India with over 113.9
million subscribers, under brand Idea (as of December 31st, 2012). It is a pan India integrated GSM
operator covering the entire telephony landscape of India, and has National Long Distance and
International Long Distance operations. The Company had a 14.8% Revenue Market Share (RMS) as of
December 31st, 2012.
Idea is listed on the NSE and the BSE in India.
c) Shareholding Pattern - As on March 31 ,2013
Particulars Number of Shares % holding

Promoter and Promoter Group
Indian 1520679047 45.88
Foreign NA NA
Public Share Holding
Foreign Holdings 541590728 16.34
Indian Institutions 189507322 5.72
Others 1062544669 32.06
Total 3314321766 100
d) Board of Directors
The Board of Directors of Idea Cellular Limited as on date is:
66
Sr. No. Name Position Held

1. Mr. Kumar Mangalam Birla Chairman
2. Mrs. Rajashree Birla Non-Executive Director
3. Mr. Arun Thiagarajan Independent Director
4. Mr. G.P. Gupta Independent Director
5. Ms. Tarjani Vakil Independent Director
6. Mr. Mohan Gyani Independent Director
7. Mr. R.C. Bhargava Independent Director
8. Mr. P. Murari Independent Director
9. Mr. Biswajit A. Subramanian Non-Executive Director
10. Dr. Rakesh Jain Non-Executive Director
11. Mr. Juan Villalonga Navarro Non-Executive Director
Dr. Shridhir Sariputta Hansa Wijayasuriya Alternate Director to Mr. Juan Villalonga
Navarro
12. Mr. Sanjeev Aga Non-Executive Director
13. Ms. Madhabi Puri Buch Independent Director
14. Mr. Himanshu Kapania Managing Director
e) Financial Performance-
(Rs. in Crores except share data)
As at and for the year
ended March 31
Particulars 2010 2011 2012
Sales and other income 11,930.38 15,388.99 19,322.33
Profit after tax (before extra ordinary Item) 1,053.65 844.59 576.53
Equity Capital (par value Rs. 10 per share) 3,299.84 3,303.27 3,308.85
Reserves and Surplus 8,509.33 9,027.43 9,625.69
Earnings per share (Basic) (Rs.) before Extra Ordinary 3.39 2.56 1.74
Items
Earnings per share (Diluted) (Rs.) before Extra Ordinary 3.38 2.55 1.74
Items
Book value (Rs.) 34.72 37.33 39.09
f) Details of the last Public/ Right Issue
Type of Issue. : Initial Public Issue

Nature of Security. : Equity
Issue Opened : February 12, 2007
Issue Closed : February 15, 2007
Issue price of the security : Rs. 75 per equity share
Current market price : Rs. 67 (As on April 21, 2010)
Statement on cost and progress of : The objects of the Issue are as follows:
implementation of the project in comparison Building, strengthening and expanding our network and
with the cost and implementation schedule related services in the New Circles;
mentioned in the offer document Entry Fee and capital expenditure for NLD operations;
Roll-out of services in Mumbai Circle;
Redemption of Preference Shares;
General corporate purposes; and
Issue expenses.
The issue proceeds aggregating to Rs. 2,255.40 Crores have been utilized as of June 30, 2008 for the
above stated purpose. At the Extra-ordinary General Meeting of the shareholders held on July 30, 2008,
members approved balance unutilized proceeds of IPO for mergers, acquisitions and other general
67
corporate purposes, in addition to the objects of IPO, therefore the balance of Rs. 563.40 Crores
unutilised amounts of the said objects has been utilised for general corporate purposes.
g) Information about Share Price

BSE NSE
Highest Lowest Highest Lowest
Month, Year (Rs.) (Rs.) (Rs.) (Rs.)
April 2011 73.10 63.00 80.90 63.00
May 2011 69.45 62.65 69.50 62.10
June 2011 80.60 68.45 80.70 67.00
July 2011 95.35 75.00 95.40 75.90
August 2011 101.50 89.7 101.75 89.70
September 2011 103.65 93.00 103.70 93.15
October 2011 99.25 85.00 100.00 86.05
November 2011 103.1 89.20 103.15 89.20
December 2011 97.65 78.30 98.40 78.00
January 2012 96.90 80.10 96.90 80.25
February 2012 99.75 88.85 99.80 88.80
March 2012 102.15 92.80 102.20 92.60
(Source: BSE / NSE )
2. Birla Sun Life Insurance Company Limited
a) Incorporation & registered office-
Birla Sun Life Insurance Company Limited, a public limited company incorporated under the Companies
Act, with its registered office situated at: One Indiabulls Centre, Tower 1, 16th Floor, Jupiter Mill
Compound, 841, Senapati Bapat Marg, Elphinstone Road, Mumbai 400013;Tel: 022 4356 9000
b) Principal Business: Soliciting & procuring life insurance product
c) Shareholding Pattern : as on March 31, 2013
Sr.
No. Name of Shareholder No. Of shares held % of shareholdings
1 Aditya Birla Nuvo Limited 14,54,30,000 74%
Sun Life Financial (India) Insurance
2 512,070,000 26%
Investments Inc.
Total 1,969,500,000 100.00
d) Board of Directors-
The Board of Directors as on date is:

Sr.
No. Name of the Directors Position held
1. Mr. Kumar Mangalam Birla Chairman
2. Mr. Jayant Dua Managing Director
3. Mr. Ajay Srinivasan Director
4 Mr. B. N. Puranmalka Director
5. Mr. Donald Stewart Director
6. Mr .G.P.Gupta Independent Director
7. Mr. Kevin Strain Director
8. Dr. Rakesh Jain Director
68
Sr.
9. Mr. Suresh Talwar Independent Director
10. Ms.Tarjani Vakil Independent Director
11. Mr. Venkatesh Mysore Director
e) Financial performance
(In Rs. except share data)

ended March 31
Sales and other income 55,056,579 56,770,665 58,853,594
Profit after tax (before
(4,354,965) 4,607,290 3,049,958
extra ordinary Item)
Equity Capital (par value
19,695,000 19,695,000 19,695,000
Rs. 10 per share)
Reserves and Surplus* 4,800,000 4,800,000 4,800,000
Earnings per share (Basic)
(Rs.) before Extra (2.28) 2.34 1.55
Ordinary Items
Earnings per share
(Diluted) (Rs.) before (2.28) 2.34 1.55
Extra Ordinary Items
0.012 0.012 0.012
Book value (Rs.)
f) Details of the last Public/ Right Issue :
Details of last issue are given herein below:
List of Allottees
Date of Allotment Name of Allottees in full Address of the Allottees Equity Shares allotted
29/03/2010 Aditya Birla Nuvo Limited A-4, Aditya Birla Centre, 1,11,00,000
(ABNL) S. K. Ahire Marg, Worli,
Mumbai 400 030.
29/03/2010 Sun Life Financial (India) 150, King Street West, 39,00,000
Insurance Investments Inc. Toronto Ontario,
M5H1J9 Canada.
g) Promise v/s Performance : Not Applicable
h) Information about Share Price :: Not Applicable
3. ADITYA BIRLA FINANCE LIMITED
Aditya Birla Finance Limited, a public limited company incorporated under the Act, with its registered
office situated at Indian Rayon Compound, Veraval, Gujarat 362266. Tel: 02876 243257, Fax: 02876
243220
b) Principal Business- This is Non Banking Finance Company
69
c) Shareholding Pattern - Entire Shareholding of the Company is held singly and/or jointly by Aditya Birla
Financial Services Pvt Ltd
The Board of Directors of Aditya Birla Finance Ltd as on date is:
Sr.
1. Ajay Srinivasan Director
2. B N Puranmalka Director
3. D J Kakalia Director
4. Jitender Balakrishnan Director
5 Ashwani Puri Director

ended March 31
Sales and other income 142.61 197.87 350.53
Profit after tax (before extra ordinary Item) 30.02 37.22 56.22
Equity Capital (par value Rs. 10 per share) 105.96 105.96 105.96
Reserves and Surplus* 53.98 91.19 147.38
Earnings per share (Basic) (Rs.) before Extra 2.24 3.51 5.30
Ordinary Items
Earnings per share (Diluted) (Rs.) before Extra 2.24 3.51 5.30
Ordinary Items
Book value (Rs.) 15.09 18.61 23.91
f) Details of the last Public/ Right Issue : Not applicable
g) Promise v/s Performance : Not applicable
h) Information about Share Price : NA
4. BIRLA SUN LIFE ASSET MANAGEMENT COMPANY LIMITED
Birla Sun Life Asset Management Company Limited, a public limited company (unlisted) incorporated
under the Act, with its registered office situated at One Indiabulls Centre, Tower-1, 17th Floor, Jupiter
Mills Compound, 841, S. B. Marg, Elphinstone Road, Mumbai - 400 013 Tel: 022-43568000, Fax: 022-
43568110/8111
b) Principal Business: Investment Manager for Birla Sun Life Mutual Fund, SEBI registered Portfolio
Manager Investment Manager for Aditya Real Estate Fund (a SEBI registered Venture Capital Fund)
c) Shareholding Pattern : as on March 31, 2013
Number of Equity shares

Sr. Name of the Shareholder(s) (for each class Percentage ownership owned by the
No. of shares) held by the shareholder shareholder
Aditya Birla Financial Services Private 50.9995% 9179910
Limited
Sun Life (India) AMC Investment Inc 49.0000% 8820000
Mr. Kumar Mangalam Birla 0.00006% 10
70
Ms. Neerja Birla 0.00006% 10

Limited jointly with Mr. Devendra Bhandari
Limited jointly with Sushil Agarwal
Limited jointly with Mr. Manoj Kedia
Total 100% 18000000
d) Board of Directors: as on January 21, 2013
Sr No Name Associate / Independent

1 Mr. Donald Stewart Chairman /Associate Director
2 Mr. Kumar Mangalam Birla Associate Director
3 Mr. Ajay Srinivasan Associate Director
4 Mr. N. N. Jambusaria Independent Director
5 Mr. Bobby Parikh Independent Director
6 Mr. S.S.Raman Independent Director
7 Mr. N C Singhal Independent Director
8 Mr. Kevin Strain Associate Director
9 Mr. Sandeep Asthana Associate Director
10 Mr. Pankaj Razdan Associate Director
11 Prof. R. Vaidyanathan Independent Director
12 Mr. Bharat Patel Independent Director

ended March 31
Profit after tax (before extra ordinary Item) 48.44 84.54 76.30
Reserves and Surplus* 122.52 207.06 283.37
Earnings per share (Basic) (Rs.) before Extra Ordinary Items 26.92 46.97 42.39
Earnings per share (Diluted) (Rs.) before Extra Ordinary Items 26.92 46.97 42.39
Book value (Rs.) 78.07 125.03 167.32
f) Details of the last Public/ Right Issue: NA
g) Promise v/s Performance: NA
5. Aditya Birla Money Limited
Aditya Birla Money Limited, a public limited company incorporated under the Act, with its registered office
situated at Indian Rayon Compound, Veraval, Gujarat.Tel: 02876 243257 / 02876 248495, Fax: 02876 -
243257
b) Principal Business- Stock Broking
c) Shareholding Pattern
Shareholding Pattern of Aditya Birla Money Limited as on March 31, 2013
71
Category
Category of Shareholder No. of shares %
code
(A) Promoter and Promoter Group 41,550,000 75.00
(B) Public shareholding
(a) Bodies Corporate 4,472,446 8.07
(b) Individuals
Individual shareholders holding Nominal Share Capital
(i) 5,753,195 10.38
upto Rs. 1 lakh
Individual shareholders holding Nominal Share Capital
(ii) 3,173,959 5.73
in excess of Rs. 1 lakh.
(c) Other
(i) Clearing Members 26,995 0.05
(ii) Hindu Undivided Families 166,508 0.30
(iii) Non Resident Indians 256,897 0.46
(iv) Overseas Corporate Bodies - -
Sub-Total (B) 13,850,000 25.00
TOTAL (A)+(B) 55,400,000 100.00
The Board of Directors of the company as on date is:
Sr. No. Name of the Directors Position held

1. Mr. Pankaj Razdan Director
2. Mr. Sudhakar Ramasubramanian Managing Director
3. Mr. Manoj Kedia Director
4. Mr. P.Sudhir Rao Director
5. Mr.G.Vijayaraghavan Director
e) Financial performance-

ended March 31
Profit after tax (before extra ordinary Item) 9.47 (1.30) (17.29)
Reserves and Surplus 49.38 51.92 34.63
Earnings per share (Basic) (Rs.) before Extra 1.71 (1.71) (3.12)
Ordinary Items
Earnings per share (Diluted) (Rs.) before Extra 1.71 (1.71) (3.12)
Ordinary Items
Book value (Rs.) 9.91 10.37 7.25
f) Details of the last Public/ Right Issue-
72
Face
Date of No. of Value Cumulative
Allotment Shares (Rs.) No. of Shares Allottees Mode of Allotment
July 04, 1995 700 10 700 Promoters / By way of subscription to
Subscribers of Memorandum at the time of
memorandum incorporation
of association
August 07, 10,09,300 10 10,10,000 Promoters Allotment for Cash
1995
November 30, 12,60,000 10 22,70,000 Promoters and Allotment on Rights Basis and
2000 Others Private placement
June 3, 2001 5,00,000 10 27,70,000 Shareholders of Allotment pursuant to Merger
OSCIL
July 26, 2006 27,70,000 10 55,40,000 Existing Allotment on Bonus Issue of
shareholders Shares at 1:1 Ratio
July 18, 2008 55,40,000 Re.1/- 5,54,00,000 Stock Split of Shares from FV
Rs.10/- into Re.1/- each
g) Promise v/s Performance- Not Applicable
h) Information about Share Price:
BSE NSE
Highest Lowest Highest Lowest
Month, Year (Rs.) (Rs.) (Rs.) (Rs.)
April, 12 16.10 13.95 16.50 13.65
May, 12 15.32 11.00 14.85 11.20
June, 12 14.30 12.00 16.00 12.30
July, 12 16.00 12.90 15.50 12.20
August, 12 14.85 11.60 14.00 11.50
September, 12 14.90 10.75 14.50 10.55
October, 12 28.10 13.75 28.00 12.65
November, 12 21.00 17.25 20.15 17.30
(Source: NSE/BSE )
Group Entities with negative net worth
Relevant details of Group Entities which had negative net worth in the last audited fiscal year are as provided
below:
1. Aditya Birla Minacs Worldwide Inc
Aditya Birla Minacs Worldwide Inc., a corporation incorporated under the laws of Ontario, with its
registered office situated at 1189 Colonel Sam Drive, Oshawa ON L1H 8W8. Tel: + 905 440 7699, Fax: +
905 440 2985
b) Principal Business- Call Centre
c) Shareholding Pattern - A V Transworks Limited, Canada 100%
d) Board of Directors- The Board of Directors of the Company as on March 31, 2013 is:
73

1. Mr. Sushil Agarwal Director
2. Mr. Deepak J Patel Director
3. Mr. Gary Comerford Director
ended March 31
Profit after tax
5.77 109.41 112.84
(before extra ordinary Item)
Equity Capital (No par value) 27,945,822 27,945,822 27,945,822
Reserves and Surplus* (315.72) (219.88) (195.43)
Earnings per share (Basic) (Rs.) before Extra
2.06 39.15 40.37
Ordinary Items
Earnings per share (Diluted) (Rs.) before Extra
2.06 39.15 40.37
Ordinary Items
Book value (Rs.) 77.27 119.49 58.14
*Net of debit balance of profit & loss account and miscellaneous expenditure to the extent not written off.
f) Details of the last Public/ Right Issue- N/A
h) Information about Share Price: Not Applicable
2. Minacs Worldwide S.A. de C.V., Mexico
Minacs Worldwide S.A. de C.V., Mexico, a corporation incorporated under the laws of Mexico, with its
registered office situated at Av. Insurgentes Sur 2453 7th Floor, Col. Tizapn San ngel C.P. 01090 Del. lvaro
Obregn, Mxico, D.F. Tel: +52 3318410012 Fax: NA
b) Principal Business- Call Centre
c) Shareholding Pattern - Aditya Birla Minacs Worldwide Inc., Canada 100%
d) Board of Directors- The Board of Directors of the company as on March 31, 2013 is:

1. Mr. Eric Greenwood Director
2. Mr. Deepak Patel Director
3. Mr. Anil Bhalla Director
ended March 31
Sales and other income Nil Nil Nil
Profit after tax (before extra ordinary Item) Nil Nil Nil
Equity Capital (No par value)# Nil Nil Nil
74

ended March 31
Earnings per share (Basic) (Rs.)
Nil Nil Nil
before Extra Ordinary Items
Earnings per share (Diluted) (Rs.)
Nil Nil Nil
before Extra Ordinary Items
Book value (Rs.) Nil Nil Nil
#The capital consists of common shares.
f) Details of the last Public/ Right Issue- Not Applicable
g) Promise v/s Performance- Not applicable
3. Aditya Birla Minacs Philippines Inc

Aditya Birla Minacs Philippines Inc., a corporation incorporated under the laws of the Philippines, with its
registered office situated at 1800 Eastwood Ave Building, 10/F East Wood City, Cyber Park 188E
Rodrguez JR Ave, Bagumbaya, QC Philippines. Tel: + 63 2 3236280, Fax: + 63 2 3236300
b) Principal Business- Call centre
c) Shareholding Pattern - Aditya Birla Minacs Worldwide Limited 100%

1. Dr. Rakesh Jain Director
3. Mr. Deepak J Patel Director
4. Mr. Anil Bhalla President
5. Mr. Munish Mahajan Director
ended March 31
Profit after tax (before extra ordinary Item) (2.45) 1.25 1.79
Equity Capital (par value PESOS 100 per share) 490,000 969,232 969,232
Earnings per share (Basic) (Rs.) before Extra Ordinary Items (50) 12.89 18.46
Earnings per share (Diluted) (Rs.) before Extra Ordinary Items (50) 12.89 18.46
Book value (Rs.) (96.55) (36.83) 3.30
f) Details of the last Public/ Right Issue: Not Applicable
75
4. Aditya Birla Minacs BPO Private Limited

Aditya Birla Minacs BPO Private Limited, a private company incorporated under the Act, with its
registered office situated at Pirojsha Nagar, Eastern Express Highway, Vikhroli East, Mumbai 400 079
Tel: +91 22 25188266, Fax: +91 22 25188268
b) Principal Business- To carry on the business of development, creation, supply, sale, purchase, import,
export, and otherwise deal in software, software consultancy and data processing.
c) Shareholding Pattern - As on November 30, 2012
Name No. of shares

ABM BPO Limited 758,705
Devendra Bhandari S/o. R C Bhandari jointly with Aditya Birla Minacs BPO 20
Limited, UK
Total 758,725

1. Mr. Deepak Jayant Patel Director
2. Mr. Manoj Kedia Director
(Rs. in crores except share data)
ended March 31
Profit after tax (before extra ordinary Item) 1.34 (0.48) (0.48)
Equity Capital (par value Rs. 10 per share) 693,100 693,100 693,100
Earnings per share (Basic) (Rs.) before Extra Ordinary Items 19.33 (6.94) (6.94)
Earnings per share (Diluted) (Rs.) before Extra Ordinary Items 19.33 (6.94) (6.94)
Book value (Rs.) 23.27 16.29 9.36
f) Details of the last Public/ Right Issue- Not Applicable
5. Madura Garments Lifestyle Retail Company Limited

Madura Garments Lifestyle Company Limited, a public limited company incorporated under the Act, with
its registered office situated at Veraval, Gujarat. Tel:02876243257 , Fax: 02876243220
b) Principal Business- Retailing of traded Apparel and Accessories
76
Sl No. Name Type of Shares Value (Rs)

1 Aditya Birla Nuvo Limited Equity Shares 988,388,900
2 ABNL Investment Limited Equity Shares 499,940
2 Aditya Birla Nuvo Limited Jointly
Equity Shares 10
with SS Pareek
Equity Shares 10
with Atul Lakhotia
Equity Shares 10
with Anupam Gupta
Equity Shares 10
with Manoj Shah
Equity Shares 10
with Bir Kapoor
Equity Shares 10
with P T Desai
9 Aditya Birla Nuvo Limited 8% Cumulative Redeemable
100,000,000
Preference Shares
Total 1,088,888,900
The Board of Directors of Madura Garments Lifestyle Company Limited as on March 31, 2013 is:

2. Mr. S Visvanathan Director
3. Mr. Pranab Barua Director
4 Mr. Ashish Dikshit Director
5 Mr. Devendra Bhandari Director

ended March 31
Profit after tax (before extra ordinary Item) (36.9) (37.6) (25.8)
Earnings per share (Basic) (Rs.) before Extra Ordinary Items (37.59) (38.48) (26.70)
Earnings per share (Diluted) (Rs.) before Extra Ordinary Items (37.59) (38.48) (26.70)
Book value (Rs.) (76.37) (113.92) (139.68)
f) Details of the last Public/ Right Issue - Nil
g) Promise v/s Performance - Nil
h) Information about Share Price Not listed
6. Aditya Birla Customer Services Private Limited
77
Aditya Birla Customer Services Private Limited, a private limited company incorporated under the Act, with its
registered office situated at Aditya Birla Centre, S K Ahire Marg, Worli, Mumbai- 400030. Phone No:
43568315
b) Principal Business- The Company is a B2C e-commerce platform which provides online money
management tool and account aggregation services under the brand Aditya Birla Money - My Universe
through its website www.myuniverse.co.in. The website provides generic advices on money management
and provides facility to clients to link their accounts through back end software powered by a third party
service provider.
Equity Shares of
Name of Shareholder
Rs. 10/- each
Aditya Birla Financial Services Private Limited 9000
Shriram Jagetiya jointly with Aditya Birla Financial Services Private
1000
Limited
TOTAL 10,000
d) Board of Directors- The Board of Directors as on March 31, 2013 is:

1. Anil Chirania Non-Executive Director
2. Shriram Jagetiya Non-Executive Director

ended March 31
Sales and other income - - 0.001
Equity Capital (par value Rs. 10 per share) 1,00,000 1,00,000 1,00,000
Earnings per share (Basic) (Rs.) before Extra Ordinary Items (234.48) (1219.32) (5867.46)
Earnings per share (Diluted) (Rs.) before Extra Ordinary
(234.48) (1219.32) (5867.46)
Items
Book value (Rs.) (258.95) (1478.26) (7346.72)
f) Details of the last Public/ Right Issue Nil
h) Information about Share Price - NA
7. Aditya Birla Money Mart Limited
a) Incorporation & registered office- Aditya Birla Money Mart Limited, a public limited company
incorporated under the Act, with its registered office situated at Indian Rayon Compound, Veraval, Gujrat
362266. Tel: 02876 248895, Fax: 02876 243220
b) Principal Business- Aditya Birla Money Mart Limited (ABMML) is engaged in distribution of third party
financial products such as Mutual Funds, PMS, PE, Company FD, Bonds etc. The Company is registered
with Association of Mutual Funds in India (AMFI) as a Mutual Fund distributor. The Company was
earlier known as Birla Sun Life Distribution Company Limited (BSDL) and was a joint venture between
Aditya Birla Nuvo Limited [ABNL] and Sun Life (India) Distribution Investments Inc [ Sun Life].
Effective March 31, 2009, ABNL acquired the entire shareholding of Sun Life and the Company became a
78
wholly owned subsidiary of ABNL [ultimate holding company of ABFSPL]. The name of the Company
was accordingly got changed effective Feb 1, 2010. ABMML has three segments - retail, institution and
wealth which cater to the need to specific segment of clientale which are spread across India.
No of Equity Shares of Rs.

Name of Equity Shareholder 10/- each
Aditya Birla Financial Services Private Limited (ABFSPL) 1,99,99,994
ABFSPL jointly with S.S.Pareek 1
ABFSPL jointly with Sudhir Maheshwari 1
ABFSPL jointly with ABNL Investment Limited (formerly known as 1
Laxminarayan Investment Limited)
ABFSPL jointly with Manoj Shah 1
ABFSPL jointly with Devendra Bhandari 1
ABFSPL jointly with Anupam Gupta 1
Total 2,00,00,000
List of Preference Shareholders
0.01% Redeemable Non Convertible

Name of Prefernce Shareholder Cumulative Preference Shares (RNCCPS)
of Rs.10/-
Aditya Birla Financial Services Private Limited (ABFSPL) 10,00,00,000

1. Puranmalka N. Bishwanath Non-Executive Director
2. Srinivasan Ajay Non-Executive Director
3. Razdan Pankaj Non-Executive Director
4. Agarwal Sushil Non-Executive Director

ended March 31
Equity Capital (par value Rs. 10 per share) 20,00,00,000 20,00,00,000 20,00,00,000
Reserves and Surplus* 3.83 2.83 (132.63)
Earnings per share (Basic) (Rs.) before Extra (6.60) (51.81) (8.21)
Ordinary Items
Earnings per share (Diluted) (Rs.) before Extra (6.60) (51.81) (8.21)
Ordinary Items
Book value (Rs.) 3.70 (48.11) (56.32)
f) Details of the last Public/ Right Issue Rights Issue of 1, 28, 25,001 equity shares of Rs.10 each
(Allotment Date - Aug 6, 2009. All the shares were subscribed and allotted to ABFSPL)
g) Promise v/s Performance- NA
79
h) Information about Share Price - NA
8. Aditya Birla Money Insurance Advisory Services Limited
Aditya Birla Money Insurance Advisory Services Limited, (ABMIAS) a public limited company
incorporated under the Act, with its registered office situated at Indian Rayon Compound, Veraval, Gujrat
- 362266 .Tel: 02876 248895, Fax: 02876 243220
b) Principal Business- ABMIAS is engaged in distribution of life insurance & pension products as a
corporate agent of Birla Sun Life Insurance Company Limited. ABMIAS is registered with IRDA under
IRDA [Licensing of Corporate Agents] Regulations 2002. The Company was earlier known as BSDL
Insurance Advisory Services Ltd and the name was changed effective 11th Feb, 2010.
Name of Shareholder No. of Shares

Aditya Birla Money Mart Limited 4,89,994
Aditya Birla Money Mart Limited jointly with Mr. S. S. Pareek 1
Aditya Birla Money Mart Limited jointly with Mr. P. T. Desai 1
Aditya Birla Money Mart Limited jointly with Mr. Atul Lakhotia 1
Aditya Birla Money Mart Limited jointly with Mr. Manoj Shah 1
Aditya Birla Money Mart Limited jointly with Mr. Sanjay Dhanuka 1
K Joseph Thomas* 1
Total 4,90,000
(* Beneficial holding with Aditya Birla Money Mart Ltd)

1. Mr. Sudhakar Ramasubramanian Non-Executive Director
2. Mr. Manoj Kumar Gandhi Non-Executive Director
3. Mr. K. Joseph Thomas Non-Executive Director

ended March 31
Equity Capital (par value Rs. 10 per share) 49,00,000 49,00,000 49,00,000
Reserves and Surplus* - - (18.78)
Earnings per share (Basic) (Rs.) before Extra Ordinary
(27.51) (221.49) (95.32)
Items
Earnings per share (Diluted) (Rs.) before Extra Ordinary
(27.51) (221.49) (95.32)
Items
Book value (Rs.) (56.56) (278.04) (373.37)
f) Details of the last Public/ Right Issue Nil
h) Information about Share Price NA
80
9. Aditya Birla Financial Services Pvt Limited
a) Incorporation & registered office- Aditya Birla Financial Services Private Limited, a private limited
company incorporated under the Act, with its registered office situated at Indian Rayon Compound,
Veraval 362 266. Tel: 0226655000, Fax: 022 66525821
b) Principal Business: To carry on business of an investment Company and to buy, , invest in with or
without interest or security, acquire and hold, sell, buy or otherwise deal in shares, debentures, debentures-
stock, bonds, units, other financial instruments or obligations and securities issued by or guaranteed by any
company.
As on 30th September , 2012

Name of the Share Holder No. of shares
Equity
Aditya Birla Nuvo limited 109,995,000
Aditya Birla Nuvo limited
5,000
(Jointly with Devendra Bhandari)
Total 110,000,000
Preference
Aditya Birla Nuvo limited * 696,500,000
*Allotment of Rs.100,000,000/- Crores Preference Shares on partly paid up basis on 27th September, 2012.
As, these are partly paid up shares , there are not included.
d) Board of Directors- The Board of Directors of the Company as on March 31, 2013 is as under:

1. Anil Chirania Director
2. Shriram Jagetiya Director
(Rs. Except share data)

ended March 31
Sale s and other income 10,904,660 33,880,670 17,37,498
Profit / Loss after tax (before extra ordinary Item) (64,671,981) (16,634,790) (38,012,022)
Equity Capital (par value Rs. 10 per share) Rs. 10/- per Rs. 10/- per Rs. 10/- per
share share share
Reserves and Surplus* 0 (85,305,696) (123,317,718)
Earnings per share (Basic) (Rs.) before Extra Ordinary (0.90) (0.19) (0.35)
Items
Earnings per share (Diluted) (Rs.) before Extra Ordinary (0.90) (0.19) (0.35)
Items
Book value (Rs.) 9.41 9.22 8.88
f) Details of the last Public/ Right Issue- Nil
g) Promise v/s Performance- Nil
h) Information about Share Price - N.A. Shares are not listed at any of the Stock Exchanges
81
10. Aditya Birla Sun Life Asset Management Company Limited DIFC Dubai
a) Incorporation & registered office Office No 05, Level 7, Al Fattan Currency House, Tower 1, Dubai
International Financial Center, Dubai, UAE;Tel: +971-435 86640 , Fax: + 971-435 86620
b) Principal Business-
Arranging Credit or Deals in Investments
Advising on Financial Products or Credit
c) Shareholding Pattern - 100% subsidiary of Birla Sun Life Asset Management Company Limited, India
The Board of Directors as on March 31, 2013:
Sr.
1. Mr. A. Dhananjaya Anantha Subrahmanya Associate Non-Executive Director
2. Mr. Suresh Kumar Muthukrishna Independent Non Executive Director
3. Mr. Mark C Rogers Associate Non-Executive Director
(in USD)
ended March 31
Sales and other income NA NIL 34,265
Profit after tax (before extra ordinary Item) NA (335,464) (973,341)
Equity Capital (par value USD. 1 per share) NA 1,500,000 2,500,000
Reserves and Surplus* NA (335,464) (1,308,805)
Earnings per share (Basic) (USD.) before Extra Ordinary NA (0.22) (0.39)
Items
Earnings per share (Diluted) (USD.) before Extra Ordinary NA (0.22) (0.39)
Items
Book value
f) Details of the last Public/ Right Issue: Not applicable
g) Promise v/s Performance Not applicable
h) Information about Share Price Not applicable
11. Aditya Birla Sun Life Asset Management Company Pte Limited
a) Incorporation & registered office- Aditya Birla Sun Life Asset Management Company Pte Limited
(ABSLAMC), a private limited company incorporated under the Companies Act, with its registered office
situated at One Marina Boulevard, #28-00, Singapore 0189989. Tel: +65 65362721, Fax: +65 65360025
b) Principal Business- Asset Management for accredited investors situated outside India.
c) Shareholding Pattern- 100% shareholding held by Birla Sun Life Asset Management Company Limited.
The Board of Directors of ABSLAMC as on March 31, 2013 is:
82
Sr.
1. Anuradha Sahai Director
2. A. Balasubramanian Athmanathan Director
3. AnanthaSubrahmanya Dhananjaya Director
4. Asher Mukul Govindji Non Executive Director
5. Mark C. Rogers Director
6. Vikas Gautam Director
(Amount in SGD)
ended March 31
Sales and other income NA Nill 275,487
Profit after tax (before extra ordinary Item) NA -1,327,409 -2,480,178
Equity Capital (par value SGD 1/- per share) NA 2,250,000 4,600,000
Reserves and Surplus* NA -1,327,409 -3,807,587
Earnings per share (Basic) (SGD) before Extra NA -0.58996 -0.5392
Ordinary Items
Earnings per share (Diluted) (SGD) before Extra NA -0.58996 -0.5392
Ordinary Items
Networth (SGD) 922,591 792,413
f) Details of the last Public/ Right Issue- N/A
g) Promise v/s Performance-N/A
h) Information about Share Price - N/A

12. Shaktiman Mega Food Park Pvt Limited
a) Incorporation & registered office- Shaktiman Mega Food Park Pvt Limited incorporated under the
provisions of the Companies Act, 1956, a private limited company having its registered office situated
at Indian Rayon Compound, Veraval 362 266. Tel: 0226655000, Fax: 022 66525821
b) Principal Business : To own, establish, set up, run , undertake , manage Mega Food Park under the
Mega Food Park Scheme (MFPS) of the Ministry of Food Processing Industries, Government of India,
New Delhi with the state of art agri-infrastructure facilities like market terminals, market, complexes,
cold storage, ripening chambers, warehouses storage, distribution centres, food processing zones, farm
clusters, R&D Centres, and all types of Agricultural Infrastructure projects.
c) Shareholding Pattern -
Shareholding Pattern as on December 31st, 2012

S. No. Name of the Holder No. of Shares
1. Aditya Birla Nuvo Ltd. 9390
2. Mr. Manoj Kedia 04
3. Mr. Devendra Bhandari 03
4. Mr. Anil Rustogi 03
5. Mr. Bishwanathprasad Agarwal 200
6. Mr. Punit Gupta 200
7. Ms. Sadhna Agarwal 200
Total 10,000
d) Board of Directors- The Board of Directors of the Company as on December 31st , 2012 is as under:
83

1. Manoj Kedia Director
2. Anil Rustogi Director
3. Devendra Bhandari Director
(Rs. except share data)

Particulars As at and for the year
ended March 31
2010* 2011 2012
Sale s and other income 0 0
Profit / Loss after tax (before extra ordinary Item) (64,425) (114,368)
Equity Capital (par value Rs. 10 per share) 1,00,000 100,000
Reserves and Surplus* (64,425) (178,793)
Earnings per share (Basic) (Rs.) before Extra Ordinary (19.82) (11.44)
Items
Earnings per share (Diluted) (Rs.) before Extra (19.82) (11.44)
Ordinary Items
Book value (Rs.) (7.88) 3.56
*Company was incorporated from 02.12.2010, hence not applicable
f) Details of the last Public/ Right Issue: Nil
i) Promise v/s Performance: Nil
j) Information about Share Price - N.A. Shares are not listed at any of the Stock Exchanges
13. Aditya Birla Securities Private Limited
a) Incorporation & registered office- Aditya Birla Securities Private Limited, a public limited company
incorporated under the Act, with its registered office situated at Aditya Birla Centre, S. K. Ahire Marg,
Worli, Mumbai 400 030 Tel: 022 66525000 , Fax: 022 6652 5821
b) Principal Business- The Company was formed for Merchant Banking Activities however, no business
activity has started yet.
c) Shareholding Pattern - Entire Shareholding of the Company is held singly and/or jointly by Aditya Birla
Finance Ltd
d) Board of Directors- The Board of Directors of Aditya Birla Finance Ltd as on date is:
Sr.
1. Ajay Srinivasan Director
2. Sushil Agarwal Director
3. Pankaj Razdan Director
84
(Rs. in Lacs except share data)

ended March 31
Sales and other income NIL NIL NIL
Equity Capital (par value Rs. 10 per share) 3 3 3
Reserves and Surplus* NIL NIL NIL
Earnings per share (Basic) (Rs.) before Extra (0.63) (0.60) (2.49)
Ordinary Items
Earnings per share (Diluted) (Rs.) before Extra (0.63) (0.60) (2.49)
Ordinary Items
Book value (Rs.) (7.38) (6.79) (4.30)
f) Details of the last Public/ Right Issue : Not applicable
g) Promise v/s Performance: Not applicable
85
X. FINANCIAL STATEMENTS
The brief audited financial details of our Company for last five financial years are as follows.-
Profit and Loss Statement(In Rs Lakhs )

Year Year Year Year Year Year
Ended Ended Ended Ended Ended Ended
Particulars (Rs Lakhs) March 31, March 31, March 31, March 31, March 31, March 31,
2013 2012 2011 2010 2009 2008
(Audited) (Audited) (Audited) (Audited) 1 (Audited) 1 (Audited) 1
Income from Operations 128,514 1,743 1,278 1,360 1,692 26
Other Income 6,322 139 1 546 1 -
Total Income 134,836 1,882 1,280 1,906 1,693 26
Total Expenditure 121,902 1,699 1,276 2,707 8,215 1,378
Profit Before Depreciation
Interest and Tax 12,934 183 4 (801) (6,522) (1,351)
Depreciation 5,443 0 0 477 634 8
Interest and Finance expenses 14,380 4 0 1,252 796 117
Profit before Exceptional
Item and Tax (6,889) 179 4 (2,531) (7,952) (1,477)
Exceptional Items - - - - - -
Profit Before Tax (6,889) 179 4 (2,531) (7,952) (1,477)
Provision for Tax 57 3 7 33 5
Profit After Tax (6,889) 122 1 (2,537) (7,985) (1,482)
Note 1: Audited figures for FY 08, FY 09 and FY 10 have been reported under the then prevailing Schedule VI
format.
Balance Sheet - As per revised schedule VI

(In Rs Lakhs)
Year Ended
March 31,
March 31, 2013 March 31, 2012
2011
Particulars (Rs lakhs) (Audited) (Audited) (Audited)
Share Capital
Equity 50 50 50
Preference 51 51 51
Share Suspense Account 84,632 - -
Reserves and Surplus (7,780) 20 (88)
Money received against share warrants - - -
[I] 76,953 121 12
(B) Share Application Money pending Allotment - - -

[II]
Long-Term Borrowings 48,493 - -
Deferred Tax Liabilities - - -
Other Long-Term Liabilities 3,646 - -
Long-Term Provisions 229 - -
[III] 52,368 - -
Short-Term Borrowings 99,881
Trade Payables 31,630 175 147
Other Current Liabilities 27,115 17 14
86
Short-Term Provisions 281 66 12

[IV] 158,907 258 172
Total (I+II+III+IV) 288,228 379 184
ASSETS
Net Fixed Assets 165,081 0 0
Non-Current Investments - 32 32
Deferred Tax Asset - - -
Long-Term Loans and Advances 6,255 2 3
Other Non-Current Assets - - -
[V] 171,336 34 35
(E) Current Assets
Current Investments 80,000 - -
Inventories 32,487 20 20
Trade Receivables 698 179 63
Cash & Bank Balance 1,923 5 3
Short-Term Loans and Advances 1,185 141 64
Other Current Assets 599 - -
[VI] 116,892 345 150
Total (V+VI) 288,228 379 184
Balance Sheet - As per former prevailing schedule VI format

Particulars (Rs lakhs) (Audited) (Audited) (Audited)
Sources of Funds
Paid up Share Capital 100.50 2,000.00 5.00
Share Warrants - - -
Reserves and Surplus (89.49) (9,467.07) (1,482.12)
(Excluding Revaluation Reserves) - - -
Networth 11.01 (7,467.07) (1,477.12)
Secured Loans - 6,122.52 -
Unsecured Loans - 2,718.52 3,820.00
Deferred Tax Liabilities - - -
Total 11.01 1,373.96 2,342.88
Uses of Funds
Net Fixed Assets 0.21 2,740.74 95.93
Capital Work in Progress - - 1,962.38
Investments - - -
Net Current Assets 10.80 (1,366.78) 284.58
Total 11.01 1,373.96 2,342.88

Year Year Year Year Year Year
Ended Ended Ended Ended Ended Ended
March 31, March 31, March 31, March 31, March 31, March 31,
2013 2012 2011 2010 2009 2008
Particulars (Rs lakhs) (Audited) (Audited) (Audited) (Audited)1 (Audited)1 (Audited)1
Dividend % 0% 0% 0% 0% 0% 0%
Basic Earnings Per Share (Rs) (9.89) 21.64 (1.63) (33.20) (10,335.50) (2,964.23)
Diluted Earnings Per Share (Rs) (9.89) 21.64 (1.63) (33.20) (10,335.50) (2,964.23)
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Pantaloons Fashion & Retail Limited (Formerly Peter England Fashions and Retail
Limited) Notes to financial statements for the year ended 31 March 2013
1. Corporate Information
Pantaloons Fashion & Retail Limited (Formerly Peter England Fashions and Retail Limited) (the
Company) is a public Company domiciled in India and incorporated under the provisions of the
Companies Act, 1956.
In the current year, pursuant to a scheme of arrangement as sanctioned by the Honourable High Court
of Bombay vide order dated March 1, 2013 , the Pantaloon format of Pantaloon Retail (India) Limited
(the Demerged Undertaking) has been vested into the Company with effect from July 1, 2012 (the
Appointed Date). Pursuant to this scheme, the name of the Company has changed from Peter England
Fashions and Retail Limited to Pantaloons Fashion & Retail Limited.
The Company operates a national chain of Pantaloons stores of apparels and fashion accessories.
1.1 ACCOUNTING CONVENTION AND SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES
(I) BASIS OF PREPARATION
The financial statements of the company have been prepared in accordance with generally accepted
accounting principles in India (Indian GAAP). The company has prepared these financial statements to
comply in all material respects with the accounting standards notified under the Companies
(Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act,
1956. The financial statements have been prepared on an accrual basis and under the historical cost
convention.
The accounting policies adopted in the preparation of financial statements are consistent with those of
previous year.
All assets and liabilities have been classified as current or non-current as per the Companys normal
operating cycle and other criteria set out in the Revised Schedule VI to the Companies Act, 1956.
Based on the nature of products and the time between the acquisition of assets for sale and their
realization in cash and cash equivalents, the Company has ascertained its operating cycle as upto twelve
months for the purpose of current and non-current classification of assets and liabilities.
(II) USE OF ESTIMATES
The preparation of financial statements in conformity with Indian GAAP requires the management to
make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses,
assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period.
Although these estimates are based on the managements best knowledge of current events and actions,
uncertainly about these assumptions and estimates could result in the outcomes requiring a material
adjustment to the carrying amounts of assets or liabilities in future periods.
(III) TANGIBLE FIXED ASSETS
Tangible Fixed Assets are stated at cost, net of accumulated depreciation and accumulated impairment
losses, if any. Cost comprises the purchase price and directly attributable cost of bringing the asset to
its working condition for its intended use.
Depreciation on all tangible fixed assets is calculated on a straight-line basis using the rates and in the
manner prescribed under Schedule XIV of the Companies Act, 1956 or the rates arrived at based on the
useful lives estimated by the management, whichever is higher.
Depreciation on Vehicles and Leasehold improvements is provided using the rates arrived at
considering useful life estimated by the management. For all other assets, Schedule XIV rates are used
88
since they are also reflective of useful life estimated by the management.
Asset Estimated Useful Life
Vehicles 5 years
Leasehold Improvements Over the period of the lease ( 3-25 years)
Items of value less than Rs. 5,000 are depreciated in full in the period of purchase/acquisition.
Deprecation on the fixed assets added/disposed off/discarded during the year is provided on pro-rata
basis with reference to the month of addition/disposal/discarding.
(IV) INTANGIBLE ASSETS
Intangible Assets are stated at acquisition cost, net of accumulated amortization and accumulated
impairment losses, if any. Intangible assets are amortised on a straight line basis over their estimated
useful lives.
A summary of amortization policies applied to the companys intangible assets is as below:
Block of assets Rates

Computer Software 33.33% - 3 years
Goodwill arising on acquisition of business Not being amortized (Tested for Impairment)
division through demerger
(V) IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS
The carrying amounts of assets are reviewed at each Balance Sheet date if there is any indication of
impairment based on internal/external factors. An asset is treated as impaired when the carrying cost of
the assets exceeds its recoverable value. An impairment loss if any is charged to Statement of Profit &
Loss in the year in which an asset is identified as impaired.
Reversal of impairment losses recognized in prior years is recorded when there is an indication that the
impairment losses recognized for the assets no longer exist or have decreased.
(VI) BORROWING COST
Borrowing costs directly attributable to the acquisition, construction or production of an asset that
necessarily takes a substantial period of time to get ready for its intended use are capitalized as part of
the cost of the respective asset. All other borrowing costs are expensed in the period they occur in the
Statement of Profit & Loss.
(VII) FOREIGN CURRENCY TRANSLATION
Foreign currency transactions and balances:-
(i) Initial Recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign
currency amount the exchange rate between the reporting currency and the foreign currency at the date
of the transaction.
(ii) Conversion
Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting
date. Non-monetary items, which are measured in terms of historical cost denominated in a foreign
currency are reported using the exchange rate at the date of the transaction. Non-monetary items which
are measured at fair value or other similar valuation denominated in a foreign currency and are
translated using the exchange rates that existed when the values were determined.
(iii) Exchange Differences
89
Exchange differences arising on the settlement of monetary items or on translating such monetary items
of company at rates different from those at which they were initially recorded during the year, or
reported in previous financial statements, are recognized as income or as expenses in the year in which
they arise.
(VIII) INVESTMENTS
Investments, which are readily realizable and intended to be held for not more than one year from the
date on which such investments are made, are classified as current investments. All other
investments are classified as long term investments. Investments are recorded at cost on the date of
purchase, which includes acquisition charges such as brokerage, stamp duty, taxes, etc.
Current investments are carried in the financial statements at lower of cost and fair value which is
determined on individual investment basis. Long-term investments are carried at cost. However,
provision for diminution in value is made to recognize a decline other than temporary in the value of
the investments.
(IX) INVENTORIES
Inventories comprising of traded goods, are valued at cost or net realisable value, whichever is lower.
Cost includes all costs incurred to bring them to their present location and condition. Cost is determined
based on weighted average basis. Net realisable value is the estimated selling price in the oridinary
course of business, less estimated costs necessary to make the sale.
(X) REVENUE RECOGNITION
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the
company and the revenue can be reliably measured. The following specific recognition criteria must
also be met before revenue is recognized:
Retail sales are recognized on delivery of the merchandise to the customer, when the property in goods
and significant risks and rewards are transferred for a price and no effective ownership control is
retained. Revenue is net of returns, trade discounts and sales / value added tax.
The property in the merchandise of third party concession stores located within the main departmental
store of the Company passes to the Company once a customer decides to purchase an item from the
concession store. The Company in turns sells the item to the customer and is accordingly included
under Retail Sales.
Gift vouchers sales are recognised when the vouchers are redeemed and goods are sold to the customer.
Income from services are recognized as they are rendered based on agreements/arrangements with the
concerned parties and recognized net of service tax.
Interest Income is recognsied on a time proportion basis taking into account the amount outstanding
and applicable interest rate.
Dividend income on investments is accounted for when the right to receive the payment is established.
(XI) EMPLOYEE BENEFITS
(i) Short Term Employees Benefits
All short term employee benefits such as salaries, wages, bonus, special awards, medical benefits
which fall due within 12 months of the period in which the employee renders the related services
which entitles him/her to avail such benefits and non accumulating compensated absences like sick
leave and maternity leave are recognized on an undiscounted basis and charged to the Statement of
Profit and Loss.
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(ii) Retirement and Other Employee Benefits
A) Defined Contribution Plan
The Company makes defined contribution to Government Employee Provident Fund, Government
Employee Pension Fund, Employee Deposit Linked Insurance and ESI, which are recognized in
the Statement Profit and Loss. The company recognizes contribution payable to the provident fund
scheme as an expenditure, when an employee renders the related service.. The company has no
obligation, other than the contribution payable to the provident fund
B) Defined Benefit Plan
The Companys liabilities under Payment of Gratuity Act are determined on the basis of actuarial
valuation made at the end of each financial year using the projected unit credit method. Actuarial
gain and losses are recognized immediately in the Statement of Profit and Loss as income or
expense.
C) Compensated absences and Long Term Service Awards
The Companys liabilities under for long term compensated absences and long term service
awards are determined on the basis of actuarial valuation made at the end of each financial year
using the projected unit credit method except for short term compensated absences which are
provided for based on estimates. Actuarial gain and losses are recognized immediately in the
Statement of Profit and Loss Account as income or expense.
The Company presents the entire leave as a current liability in the balance sheet, since it does not
have any unconditional right to defer its settlement for twelve months after the reporting date.
(XII) INCOME TAXES
Tax expense comprises of current and deferred tax. The tax impact of items directly charged to
reserves is also adjusted in reserves.
Provision for current tax is made on the basis of estimated taxable income for the current
accounting year in accordance with the Income Tax Act, 1961.
Current tax assets and current tax liabilities are offset when there is a legally enforceable right to
set off the recognized amounts and there is an intention to settle the asset and the liability on a net
basis.
The deferred tax for timing differences between the book and tax profits for the year is accounted
for, using the tax rates and the tax laws enacted or substantively enacted as of the Balance Sheet
date. Deferred tax assets arising from timing differences are recognized to the extent there is
reasonable certainty that these would be realized in future. In case of unabsorbed losses and
unabsorbed depreciation, all deferred tax assets are recognized only if there is virtual certainty
supported by convincing evidence that they can be realized against future taxable profit.
The carrying amount of deferred tax assets are reviewed at each balance sheet date. The Company
writes-down the carrying amount of a deferred tax asset to the extent that it is no longer
reasonably certain or virtually certain, as the case may be, that sufficient future taxable income
will be available against which deferred tax asset can be realized. Any such write-down is
reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be,
that sufficient future taxable income will be available.
At each balance sheet date the Company reassesses unrecognized deferred tax assets. It recognizes
unrecognized deferred tax asset to the extent that it has become reasonably certain or virtually
certain, as the case may be, that sufficient future taxable income will be available against which
such deferred tax assets can be realized.
91
Minimum Alternative tax (MAT) credit is recognized as an asset only when and to the extent
there is convincing evidence that the Company will pay normal income tax during the specified
period. In the year in which the MAT credit becomes eligible to be recognized as an asset in
accordance with the recommendations contained in Guidance Note issued by the ICAI, the said
asset is created by way of a credit to the Profit and Loss account and shown as MAT Credit
Entitlement. The Company reviews the same at each balance sheet date and writes down the
carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence
to the effect that Company will pay normal Income Tax during the specified period.
(XIII) OPERATING LEASES
(i) Where the Company is the lessee:
Leases where significant portion of risk and reward of ownership are retained by the Lessor are
classified as Operating leases. Operating lease payments are recognized as an expense in the
statement of profit and loss on a straight-line basis over the lease term.
(XIV) CASH AND CASH EQUIVALENT
Cash and Cash Equivalents for the purpose of cash flow statement comprise cash in hand and cash
at bank including fixed deposit with original maturity period of three months and short term
highly liquid investments with an original maturity of three months or less.
(XV) CASH FLOW STATEMENT
Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for
the effects of transactions of a non- cash nature, any deferrals or accruals of past or future
operating cash receipts or payments and item of income or expenses associated with investing or
financing cash flows. The cash flows from operating, investing and financing activities of the
Company are segregated.
The net cash flow from operating activities is determined by adjusting net profit or loss for the
effects of: (a) changes during the period in inventories and operating receivables and payables, (b)
non-cash items such as depreciation, provisions, deferred taxes, and unrealized foreign exchange
gains and losses, and (c) all other items for which the cash effects are investing or financing cash
flows.
(XVI) EARNINGS PER SHARE
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable
to equity shareholders by the weighted average number of equity shares outstanding during the
period. Earnings considered in ascertaining the Companys earnings per share is the net profit for
the period after deducting preference dividends and any attributable tax thereto for the period. The
weighted average number of equity shares outstanding during the period and for all periods
presented is adjusted for events, such as bonus shares that have changed the number of equity
shares outstanding, without a corresponding change in resources.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period
attributable to equity shareholders and the weighted average number of shares outstanding during
the period is adjusted for the effects of all dilutive potential equity shares.
(XVII) CONTINGENT LIABILITIES AND PROVISIONS
Contingent Liabilities are possible but not probable obligations as on Balance Sheet date, based on
the available evidence.
Provisions are recognized when there is a present obligation as a result of past event and it is
probable that an outflow of resources will be required to settle the obligation, in respect of which
a reliable estimate can be made.
92
Provisions are not discounted to its present value and are determined based on best estimate
required to settle the obligation at the balance sheet date
(XVIII) MEASUREMENT OF PROFIT BEFORE DEPRECIATION/AMORTIZATION,

INTEREST AND TAX (PBDIT)
As permitted by the Guidance Note on the Revised Schedule VI to the Companies Act, 1956, the
Company has elected to present PBDIT as a separate line item on the face of the Statement of
Profit and Loss. The Company measures PBDIT on the basis of profit/loss from continuing
operations. In its measurement, the Company does not include depreciation and amortisation
expenses, finance costs and tax expenses.
93
XI. DIVIDEND POLICY
Nothing in the Scheme shall prevent the Demerged Company or the Resulting Company from declaring and
paying dividends, whether interim or final, to its shareholders in respect of the accounting period prior to the
Effective Date. Provided that none of the shareholders of the Demerged Company shall be entitled to dividend,
if any, declared and paid by the Resulting Company to its shareholders for the accounting period prior to the
Effective Date.
The holders of the shares of each of the Demerged Company and Resulting Company shall, save as expressly
provided otherwise in the Scheme, continue to enjoy their existing rights under their respective Articles of
Association, including the right to receive dividend.
It is clarified that the aforesaid provisions in respect of declaration of dividend are enabling provisions only and
shall not be deemed to confer any right on any shareholder of any company to demand or claim any dividend
which, subject to the provisions of the Act, shall be entirely at the discretion of the respective Boards of
Directors of the relevant company, and subject to the approval, if required, of the shareholders of the relevant
company.
The Company does not have any formal dividend policy for its equity shares. The declaration and payment of
equity dividend in a company is recommended by our Board of Directors and approved by the shareholders, at
their discretion, and will depend on a number of factors, including but not limited to our profits, capital
requirements and overall financial condition. The Company has not paid any dividend on its equity shares so
far.
94
XII. DETAILS & FINANCIAL HIGHLIGHTS OF COMPANIES UNDER SAME MANAGEMENT
No company is under the same management except as disclosed in Promoter And Group Companies chapter.
95
XIII. MANAGEMENT DISCUSSION AND ANALYSIS
Indian Retail Industry Overview
India is amongst the largest and the fastest growing retail markets in the world. Retailing is one of the pillars of
the Indian economy accounting for nearly one fourth of the country's GDP. Currently pegged at around USD
500 billion, Indian Retail Industry has a bright potential with the burgeoning spending power and rising per
capita income in the country having more than 1.2 billion consumers. At present, the organised retailing is in its
nascent stage in India and contributes to nearly 8% of the Indian Retail market. However, it is expected to grow
much faster than unorganised retail to garner around 20% share by 2020 as claimed in various industry research.
Indian Apparel Market Overview

Apparel Retailing is the second largest contributor to the Indian Retail Market after food and grocery.
Interestingly, in the organised sector, apparel retailing is the largest and the most penetrated segment. During
past three years, Indian apparel retail market has grown at a CAGR of 10% to reach Rs. 174,000 Crore in 2012.
Urban ready-to-wear segment accounts for 28% of the apparel retail market in India.
Indian Apparel Retail Market

Market Size (Rs. Crore) Urban-Rural Mix
Urban Ready to
wear
28%
Rural
51%
Urban Ready to
Stitch
21%
The urban ready-to-wear segment is growing at a faster rate than overall apparel retail market. Having grown at
a strong CAGR of 12% in the past three years, the size of urban ready-to-wear segment is estimated at Rs.
48,000 Crore in 2012. It expected to grow at a CAGR of 13% for next four years and reach to a size of Rs.
77,000 Crore by 2016.
Urban Ready-to-Wear apparel market in India (Rs. Crore)
77,000
13%
48,000
34,000 12%
2009 2012 2016E
Categorising the urban ready-to-wear sector by gender/age, share of Menswear at 53% was the largest in 2012.
Menswear will continue to dominate the sector, however, womenswear and kidswear are expected to grow faster
and enhance their share in overall expanding pie.
96
Growth in Urban Ready-to-wear market size by Gender / Age

(In Rs. Thousand Crore)
CAGR (2012-2016)
Kids 13%
Womens 15%
Mens 11%
2012 2016
The key factors driving the ready-made apparel market growth includes rising disposable incomes, growing
fashion aspirations and geographical expansion by market players. As the lifestyles of India's prospering urban
consumers have evolved, their clothing needs have broadened. Comfort fitting, style, availability of wide
selection, and ease of purchase is also driving the demand for ready-made apparels.
Indian apparel retail market Key trends
Brands and retailers are catching up with the latest trends in no time and customizing their product offerings to
match specific demands. Over the past few years, a large number of shopping malls have opened across the
country and the trend is sure to accelerate. Large branded store chains where products are systematically stocked
and displayed, will speed the transformation of consumer preferences.
Apparel retail Industry is highly competitive because of presence of large number of players, ever changing
consumer preferences and the need for marketing differentiation.
97
Business Overview
During the year under review, the Company acquired the Pantaloons Fashion business post its demerger from Future
Retail Ltd. under court approved Scheme of Arrangement. On effectiveness of the scheme on 8th April 2013, all the
net assets and operations pertaining to the Pantaloons Fashion business have been transferred, on a going concern
basis, along with debt to the Company. The appointed date of transfer is 1st July, 2012. In terms of the Scheme, the
name of the Company was changed from Peter England Fashions and Retail Limited to Pantaloons Fashion &
Retail Limited. On receipt of necessary approvals, the equity shares of the Company will be listed on the National
Stock Exchange of India and BSE Limited.
Strengths and Opportunities
Brand Leadership
Pantaloons is among the top 2 fashion retailers in India. Focusing on Fresh Fashion and catering to varied
apparel and non-apparel needs of Indian consumers in a modern environment, Pantaloons has emerged as a
strong brand in the fashion industry over past two decades. Pantaloons operates across varied categories viz.,
casual wear, ethnic wear, formal wear, party wear and sportswear for Men, Women and Kids. Non-apparel
products primarily comprise beauty products, perfumes, cosmetics, leather products, fashion jewellery,
footwear, watches, books, music, toys etc.
Pan India Footprint: Unparalleled reach
The number of large format Pantaloons stores is one of the highest in the Indian fashion industry. As on 31st
March 2013, it operated through 69 large format company owned and company operated stores. Average size of
a Pantaloons store is around 24,000 square feet. However, depending on the city, location and target market
size, store size varies between 11,000 square feet to 80,000 square feet. Together with 26 Factory Outlets,
Pantaloons span across a retail space (carpet area) of about 1.7 million Square Feet which is among the largest
in India in the organised fashion retail segment. Factory Outlets act as a channel for liquidating slow moving
inventory for Pantaloons. The Company has been able to tie up real-estate in superior locations to fuel
uninterrupted growth.
Diversified geographical presence
Pantaloons enjoys a pan India presence across all zones with a strong presence in East Zone. Pantaloons
commands the first mover advantage in several locations across East India. More than 50% of the Pantaloons
large format stores are present in top 8 Indian cities, capturing the large market size opportunity offered by these
Tier 1 cities. Pantaloons also recognises the growing aspirations, changing consumer preferences towards
branded clothing and increasing disposable income in tier 2 and tier 3 cities. It has a fairly balanced presence in
these cities with about 50% of its stores being present in these cities.
Strong customer connect
Pantaloons loyalty programmes viz., green card and payback are one of its main strengths. Led by the strong
customer connect of brand Pantaloons and its loyalty programmes, the Company had around 3.5 Million
loyalty customer base as on 31st March 2013 - one of the largest in the country. It contributes to nearly two third
of the Companys sales and augments its competitive advantage. These loyalty programmes offer rewards points
to its members on their purchases, special offers and discounts, and invitations to exclusive events and
promotions.
Focus on superior Customer experience
The stores operations are managed by the Company which continuously benchmark itself with global retailers
and strive to enhance service offering to customers by achieving retail best practices in line with emerging
trends globally.
Strong brand portfolio
Across the segments, Pantaloons sells approximately 400 brands which comprises a mix of private labels,
98
licensed brands and other brands. Some brands are also retailed under the Shop-in-Shop format where fixed
rentals are charged by Pantaloons. Through a wide range of brand offerings across apparel and non-apparel
categories and across price points, Pantaloons caters to varying fashion needs of Indian households.
Private labels and licensed brands contribute to approximately 50% of the Companys sales. These comprise
brands owned by Pantaloons viz., Akkriti, Rangmanch, Ajile, Annabelle, Trisha, Honey, Chalk, Ajile; as well as
brands licensed on a perpetual basis from Future Group. Balance sales is contributed by other apparel and non-
apparel brands.
Diversified customer base

Revenue Mix Revenue Mix
Menswear
35%
Private Labels Non

and Licensed Other Brands Apparel
Brands 50% 18%
Womenswear
50% Kidswear
9% 38%
Total revenue for nine months period ended March 31, 2013 is Rs. 1,285 Cr. Menswear and womenswear
together account for 76% of total ready-made apparel market in urban India. Pantaloons has a diversified
customer base with Menswear and Womenswear accounting for 35% and 38% share respectively.
Risks and Threats:
Changing Consumer Preferences: Fashion trends are constantly changing with ever shifting consumer
preferences, income levels and demographics. Lack of innovation in merchandise offerings and adapting to the
changing needs of the customers may affect the competitiveness of the business. We have a dedicated team of
professionals to anticipate and respond to the changing customer lifestyle and preferences trends in a timely
manner.
Attracting and retaining talent: Being a consumer facing service industry, human capital is key to the growth
of our business. The loss of key personnel or inability to attract and recruit talented and skilled personnel
may impact the business and ability to grow. We value our staff and continue to assess both front end
and back end staff for career development, planning and succession.
High fixed cost structure: Fashion retailing business has high operating leverage, owing to high fixed cost
structure. Rent, selling expenses and overheads form a large part of the operating costs. Ability of the business
to garner higher sales on assets employed is key to mitigate the risk and generate optimum returns on
investments.
Slowdown in Indian Economy: Consumer spending on fashion products is highly correlated with the growth of
Indian Economy. As our business is driven by domestic consumption, any slowdown in the Indian economy will
impact the business growth and profitability.
Dependence on real estate: The fashion retail industry is heavily dependent on availability of quality retail
space at desired location and at reasonable cost. Non-availability of retail space in timely or cost effective
manner may adversely hamper the business growth.
Intensifying Competition: There is an intense competition amongst leading fashion brands and retailers for
marquee locations, quality real estate and customer footfalls. Attracted by the ample growth potential of Indian
apparel retail market, many global brands have also entered India and increased their presence rapidly. Easing of
FDI in retail is likely to further intensify the competition with the potential entry of more international brands.
Business Performance
The Companys financials for 2012-13 include nine months financials of Pantaloons business transferred to the
99
Company with effect from the appointed date, i.e., July 1, 2012. Hence, to that extent, performance is not
comparable with the previous year.
Profit & Loss Accounts

(Rs. Crore)
2012-13
(Including nine
months financials 2011-12
of Pantaloons)
Revenue 1,285 18
EBITDA 129 2
Less : Finance Cost 144 0
EBDT (14) 2
Depreciation 54 0
Earnings before Tax (69) 2
Less : Provision for Taxation (Net) - 1
Net Profit / (Loss) (69) 1
Revenue
The Company reported revenue at Rs 1285 Crore during fiscal 2012-13. The Company opened 6 new
Pantaloons stores and 3 Pantaloons Factory Outlets during the nine months ending 31st March 2013.
Operating Profit
The Company posted earnings before interest, depreciation and tax (EBITDA) at Rs 129 Crore. Excluding
interest income of Rs. 62 Crore on current investments, Pantaloons reported EBITDA margin at 5.2%. Gross
margin was sustained, however, moderated sales growth and higher retailing costs impacted EBITDA margin.
Change in accounting policy, for instance, with respect to Lease rental straight lining, also lowered profitability.
Net Interest
Net of interest income of Rs. 62 Crore on current investments, finance costs of the Company stood at Rs. 82
Crore.
Balance Sheet
(Rs. Crore)
As on
31st March
2013
Net Fixed Assets (including Capital Advances) 488
Goodwill 1,168
Net W orking Capital 44
Capital Employed 1,700

Net W orth 770
Net Debt # 931

# Net of current investments of Rs. 800 Crore
100
Goodwill of Rs. 1,168 Crore is recognised on transfer of Pantaloons business to the Company.
Net Working Capital includes Inventory of Rs. 325 Crore, Trade Receivables of Rs. 7 Crore, Cash & Bank
Balance of Rs. 19 Crore and Trade Payables of Rs. 316 Crores.
Pursuant to the Scheme, debt of Rs. 1,600 Crore was transferred to the Company. With a view to optimise the
finance Cost, the Company reshuffled the debt portfolio. Accordingly, post effectiveness of the Scheme, the
Company raised term loans of Rs. 600 Crore and Non-convertible Debentures of Rs. 300 Crore and re-paid Rs.
800 Crore out of the transferred debt. Average interest rate of long term debt portfolio got reduced to 10.2%.
Outlook
Inflation remained at high levels during the year. GDP growth of the country also slowed down. These factors
have impacted consumer sentiments and spending during the year. Some of these challenges may continue in the
near term. However, with the inflation projected to stabilise at lower levels and expected improvement in GDP
growth, the customer spending will improve in the medium term.
The long term outlook for domestic apparel industry remains positive on the back of favourable demographics
viz., rising disposable income, burgeoning aspiring middle class segment, large young and working population,
and increasing shift towards branded apparels.
Strategy Going Forward
The Companys growth strategy includes increasing reach and penetration across the country by opening new
stores, strengthening the brand Pantaloons and enhancing customers shopping experience. The Company also
plans to augment its merchandise width by adding new product categories, new brands and introducing more
private labels.
It is our continuous endeavour to enhance the base of loyal customers through loyalty programme. We believe
that as the company will grow in size and scale, economies of scale would accrue leading to expansion of
margins and returns. We will also continue to focus on leveraging our operating efficiency and human capital,
which is critical in any consumer facing and service driven industry.
Conclusion
The Honble High Court of Bombay has approved the Scheme of Arrangement between Future Retail Limited,
Pantaloons Fashion & Retail Limited and their respective shareholders and creditors and Indigold Trade and
Services Limited (as the shareholder of Pantaloons Fashion & Retail Limited) for demerger of the Demerged
Undertaking of Future Retail Limited in favour of Pantaloons Fashion & Retail Limited. In accordance with the
Scheme, the entire Demerged Undertaking of Future Retail Limited stands transferred to and vested with
Pantaloons Fashion & Retail Limited pursuant to Sections 391 to 394 of the Act. This demerger will enable your
holding company, Aditya Birla Nuvo Ltd to extend its Fashion & Lifestyle business in to the fashion segment.
101
XIV. OUTSTANDING LITIGATIONS, DEFAULTS AND MATERIAL DEVELOPMENTS
Except as described below, other than Issuer Company, as on December 31, 2012, there are no outstanding or
pending litigations, suits, criminal or civil prosecutions, proceeding or tax liabilities against our Directors, our
Promoters or our Promoter Group Companies that would have a material adverse effect on our business and
there are no defaults, non payment or overdue of statutory dues, institutional/ bank dues or dues payable to
holders of debentures, bonds and fixed deposits (irrespective of whether they are specified under Part I of
Schedule XIII of the Act), that would have a material adverse effect on our business:
All references to the Company, we, our, us in this Section XIV shall relate to the companies for whom
disclosures have been made in this Section under the respective headings.
Pantaloons Fashion & Retail Limited :
All legal, taxation and other proceedings whether civil or criminal (including before any statutory or quasi-
judicial authority or tribunal) by or against the Demerged Company under any statute, whether pending on the
Appointed Date or which may be instituted at any time thereafter, and in each case pertaining to the Remaining
Undertaking shall be continued and enforced by or against the Demerged Company after the Effective Date. The
Resulting Company shall in no event be responsible or liable in relation to any such legal or other proceeding
against the Demerged Company.
DIRECTORS: Nil
Litigation of Group Companies
1. Aditya Vikram Global Trading House Ltd- no pending litigations against the same.
2. Madura Garments Lifestyle Retail Company Limited- NIL outstanding litigations for the same
Indian Rayon
A. CRIMINAL CASES
(a) Criminal cases filed against the Company :
i. The Factory Inspector filed Criminal Case No. 3153/98 against Mr. S. S. Bhatia, Factory
Manager of the Company in connection with Chlorine gas leakage in September 1997. The
matter is currently pending.
ii. Police at Veraval has filed Criminal Case No. 1136/98, under Section 278 & 114 of IPC against
Mr. B.D. Kakadia (V.P. Engg.) & Mr. N. Poojari (Manager-Caustic) in connection with the dust,
noise and gases emission from factory. The matter is currently pending.
iii. Mr. K.N. Doshi, Government Labour Officer has filed a Criminal Complaint (Case No. 800/08)
against the Company and Mr. V.G. Somani (the then President) and Mr. R.C. Maheshwari (the
then Jt. President) for not conducting JMC election in the Company which is mandatory as per
the Act. The matter is currently pending.
iv. After remand Order dated 26.06.2008 passed by the Addl. Session Judge, Veraval in the
Revision Application No. 12/08 & 21/08 the S.D.M. Veraval opened the case under Section 133
of Cr.P.C. No. 1/08 and issued Notice. This case was filed by Mr. Mohmad A. Gadhia and 4
others against the Contractor Mr. Yusuf H. Kachra and the Company in connection with public
nuisance by dumping waste outside the Factory. The matter is currently pending.
v. The Factory Inspector, Junagadh has filed 10 Nos. Criminal cases (No. 1093/08 to 1102/08)
against the then Factory Manager of the Company (Mr. P. Narsimha Rao, Vice President-HR)
for violation of Section 59(1)(2) punishable under Section 92 of the Factories Act, 1948. As per
the complaint filed by the Factory Inspector Company has to pay overtime to the workmen
calculating their salary/wages including all the allowances, but Company is calculating overtime
102
on the basic salary plus DA only. In all 10 cases on dated 28.03.2011, the Honble Court has
recorded plea of Mr. P. Narsimha Rao. The matter is currently pending.
(b) Criminal cases filed by the Company :
i. The Company has filed a Criminal Case No. 369/07 under Section 630 of Companies Act, 1956
against Mr. Jamnadas G Purohit, ex-employee of the company on 18.04.2007 before Judicial
Magistrate of First Class, Veraval (JMFC), for failure to vacate the companys quarter allotted
to him even after separation from the company. The matter is currently pending.
ii. There is one Criminal Case No. 2582/92 filed by the company against M/s. Beeline Shipping
Agencies Pvt. Ltd. & its MD Captain Rajeev Kapoor before JMFC, Veraval in the year of 1992
in connection with the short supply of sulphur with the intention to cause wrongful loss and
injury to the Company. The matter is currently pending.
B. LABOUR SUITS
a. Labour suits filed against the Company in excess of Rs. 0.1 Crores:
There are 113 labour related cases which have been filed against the company for claims aggregating to
Rs. 11.79 crores which are pending in various Labour Courts.
b. Labour suit filed against the Company for less than Rs. 0.1 Crores : NIL
c. Aggregate of Labour suits filed by the Company:
There are 3 cases before the Honble High Court in Ahmedabad as Company has challenged the Labour
Court order in the Honble High Court which was in favor of opponents (i.e. Workmen) and its total
liability is Rs. 27.00 lacs.
C. INCOME TAX PROCCEDINGS : NIL
D. CIVIL CASES
Civil cases filed against the Company in excess of Rs. 0.1 Crores :
i) There are 2 Civil cases filed against the Company for claims aggregating to Rs. 0.28 crores.
Civil cases filed against the Company for less than Rs. 0.1 Crores :
i) There are 7 Civil cases which have been filed against the company which are pending in various courts.
Civil Cases filed by the Company:
i) There are 9 Civil Cases filed by the Company aggregating to Rs. 2.05 crores.
ii) The Canal Officer, Veraval, Irrigation Department, claim water charges against drawal of water from
own well near Hiren Dam - II, vide its order dated 11/13.06.2007. Against the said order, Company
had filed an appeal before the District Collector, Junagadh, Gujarat. The District Collector Gujarat vide
its order dated 16.10.2009 set asise the order passed by Canal Officer. The Irrigation Department,
Govt. of Gujarat issued show-cause notice dated 21.11.2011 against the District Collector order.
Company has challenged the said notice before the High Court of Gujarat by filing Special C.A. No.
17953/2011 on 09.02.2011. The Honble High Court vide its order dated 13.12.2011 has granted
Interim (stay order) till next date. After various hearings on the matter, the Honble High Court vide its
order dated 09.04.2013 admitted the petition for final hearing and confirmed its iterim (stay order) till
final disposal of the petition. Amount involved after accumulation of penatly is Rs. 57.45 crores till
December, 2012. The matter is currently pending before the Honble High Court.
E. CENTRAL EXCISE CASES

a) Each excise case in excess of Rs. 0.1 Crores, which will even include show-cause plus demand notices:
i) There are 2 excise cases against the company amounting to Rs. 4.53 crores.
b) Aggregate of Excise cases for less than Rs. 0.1 Crores :
i) There are 1 excise cases against the company amounting to Rs. 0.04 crore. The matter is currently
pending
103
F. CUSTOMS
a) Customs duty cases in excess of Rs. 0.1 Crores : NIL
b) Aggregate Custom cases for less than Rs. 0.1 Crores:
i) There are 2 cases pending amounting to Rs. 0.09 crores.
G. SERVICE TAX
Service Tax cases, appeals and show-cause cum demand notices in excess of Rs. 0.1 Crores:
i) There are 3 Service Tax cases, appeals and show-cause cum demand notices pending amounting toRs.
4.06 crores.
H. Sales Tax
Sales Tax cases, appeals and show-cause cum demand notices in excess of Rs. 0.1 Crores:
i. The Company has filed an appeal before the Joint Commissioner of Tax (Appeals) Rajkot againstOrder
No. 2295 dated 31.03.2011 of the Deputy Commissioner of Tax, Corporate Cell Ahmedabad.The
Company was ordered to pay Rs. 10.68 Crores for the assessment period 2006-07 in respect of
non-receipt of C&F forms, disallowance ITC on purchases by Power Plant, reversal of ITC, penalty &
interest. The matter is currently pending.
ii. There are 3 Sales Tax cases, appeals and show-cause cum demand notices pending amounting to Rs.
1.46 crores.
I. OTHER TAXES, FEES & CESS

a) Cases, appeals and show-cause cum demand notices in excess of Rs. 0.1 Crores : NIL
b) Other Tax, Fees and Cess cases below Rs. 0.1 Crores : NIL
J. MISCELLANEOUS CASES
a) Cases, appeals and notices against the Company : NIL
b) Cases and appeals by the Company : NIL
Jayashree Textiles
A. CRIMINAL CASES
(a) Criminal cases filed against the Company : NIL
(b) Criminal cases filed by the Company :
i) The Company has filed Case No. CR/376/2008 against M/s. R.K. Sood & Company, Ludhiana in the
Court of the Additional Chief Judicial Magistrate, Serampore, Hooghly alleging dishonour of cheque
issued under clause (b) of the proviso to Section 138 of the Negotiable Instruments Act, 1881.
M/s. R.R. Sood had issued a cheque amounting to Rs. 0.04 Crores to the Company, which was
dishonoured on presentation. The matter is currently pending.
ii) The Company has filed Case No. CR/6644/ 03 /2003 against M/s. C.S. Garments in the Court of the
M.M. Court, Kolkata alleging dishonour of cheque issued under clause (b) of the proviso to Section
138 of the Negotiable Instruments Act, 1881. M/s. C.S. Garment had issued a cheque amounting to Rs.
0.01 Crores to the Company, which was dishonoured. The matter is currently pending.
iii) The Company has filed Case No. CR/ 461/06 & 2478 /2006 against M/s. New Transworld Business
Solution Pvt. Ltd. in the Honble Court of the M. M. Court, Kolkata alleging dishonour of cheque
issued under clause (b) of the proviso to Section 138 of the Negotiable Instruments Act, 1881. M/s.
New Transworld Business Solution had issued a cheque amounting to Rs. 0.01 Crores to the Company,
which was dishonoured. The matter is currently pending.
104
B. LABOUR SUITS
(a) Labour suits filed against the Company in excess of Rs. 0.1 Crores:
The Company under an agreement since 1989, engaged 17 labourers (labourers) through several CHA /
FA agent (agent) to facilitate loading and unloading of export and import consignments. On the basis of
said agreement, the payment was made through agent as per agreed rate bales wise but not in the form of
wages or salary. The Company reimbursed the loading and unloading charges and other costs like custom
duty etc. to the CHA/FA agents as per their bills.
S.R.O., Howrah send a notice dated 21.08.2006 under Section 7A Employee Provident Fund &
Miscellaneous Provisions Act, 1952 (the Act) to the Company alleging the charges of evasion of
Provident Fund, Family Pension and DLI of labourers. After several hearing, the R.P.F. Commissioner
passed an order under Section 7A dated 18.05.2007 against the Company. Aggrieved by the said order,
the Company filed Section 7B application before the Provident Fund Commissioner which was rejected
on 02.04.2008.
The Company challenged both the orders dated 18.05.2007 and 02.04.2008 passed under Section 7A and
7B and filed writ petition being W.P. No. 16173 (W) of 2008 before the Honble High Court at Kolkata.
The judgment was passed by the said Court vide order dated 11.01.2010 inter alia dismissing the validity
of the agreement and also the earlier orders passed under Section 7A and 7B by the P.F. Authority. In
terms of said order dated 11.01.2010, the P. F. Commissioner SRO, Howrah initiated a proceedings afresh
against the Company on the charge of Evasion of Provident Fund, Family Pension and DLI vide letter
reference WB/ HWR/ WB/ 151/CC/ EX / 357 dated 30.09.2010.
After several hearings, the Regional Provident Fund Commissioner, S.R.O., Howrah passed the order on
23.12.2011 against the Company / Establishment inter alia extending due benefits in favour of the
labourers under the Act i.e. EPF scheme, EDLI Scheme and EPS, 1995 Scheme from 01.03.1989 till
31.07.2006 being alleged due dates of their eligibility. Against the said order, the Company filed review
petition under Section 7B of the Act which was rejected on 06.02.2012.
(b) Labour suits filed against the Company for less than Rs. 0.1 Corers : NIL
(c) Aggregate of Labour suits filed by the Company: Amount not quantified.
C. CIVIL CASES
(a) Civil cases filed against the Company in excess of Rs. 0.1 Crores : NIL
(b) Civil cases filed against the Company for less than Rs. 0.1 Crores :
i) There are four -civil cases filed against the Company aggregating to Rs. 0.06 Crore which are pending
at various courts.
(c) Civil Cases filed by the Company:
i) There are 4 Civil Cases filed by the Company amounting to Rs. 0.89 crores.
A. CENTRAL EXCISE CASES

(a) Each excise case in excess of Rs. 0.1 Crores, which will even include show-cause plus demand notices:
i) There are 20 excise cases filed against the Company aggregating to Rs. 18.27 crores which are pending
at various forums.
(b) Aggregate of Excise cases for less than Rs. 0.1 Crores:
i) There are 32 excise cases filed against the Company aggregating to Rs. 0.95 crores which are pending
at various forums.
105
B. CUSTOMS
(a) Customs duty cases in excess of Rs. 0.1 Crores:
i) The Company has filed constitutional writ jurisdiction No. 3015 of 1987 (G.A. No. 3842/ 2006) against
the Union of India and the Collector and Asst. Collector of Customs (respondents) in the Honble High
Court at Kolkata for levying a duty of 85% on two imported consignments when the duty should have
been only 55%. The increase in duty is Rs. 0.26 Crores. This happened because the duty was increased
in the 1987-88 Budget before the consignment reached Kolkata whereas the duty was only 55% when
the consignment was booked. The Company has requested the Honble Court to declare that increase in
duty does not apply to the consignments in question and also asking the respondents to withdraw the
purported assessment and not collect duty of more than 55%. The case was dismissed for default. The
Company has filed an appeal against the order of dismissal before the Division Bench, Honble Kolkata
High Court, and the matter is currently pending..
(b) Aggregate Custom cases for less than Rs. 0.1 Crores:
i) The Company has filed two writ applications before the Honble High Court at Kolkata against
customs authority. The total disputed amount in the above two cases is Rs. 0.03 Crores. No order has
been passed as yet and the matters are currently pending.
C. SERVICE TAX
(a) Service Tax cases, appeals and show-cause cum demand notices in excess of Rs. 0.1 Crores: NIL
(b) Aggregate Service Tax cases for less than Rs. 0.1 Crores: NIL
D. SALES TAX
(a) Sales Tax cases, appeals and show-cause cum demand notices in excess of Rs. 0.1 Crores:
i) There are 5 Sales Tax cases, appeals and show-cause cum demand notices amounting to Rs. 1.35
crores.
(b) Aggregate Sales Tax cases for less than Rs. 0.1 Crores : NIL
E. OTHER TAXES, FEES & CESS

(a) Cases, appeals and show-cause cum demand notices in excess of Rs. 0.1 Crores:
i) The Company has filed W.P. No. 7832 (W) of 2005 against the State of West Bengal in the Honble
High Court at Kolkata for allegedly claiming land revenue of Rs. 0.20 Crores under the Land Revenue
Act, 1956. The Company has submitted that the revenue imposed by the impugned Act has been
imposed in an arbitrary manner. In the year 2003 the rate of revenue was again increased some 50
times. The Company has requested the Honble Court to issue a writ in the nature of mandamus
ordering the State of West Bengal and their agents to act and proceed in accordance with law and not to
give effect to the impugned demand of revenue. Honble High Court passed a stay order in favour of
the Company and the Company is depositing the tax as per old rates.
(b) Other Tax, Fees and Cess cases below Rs. 0.1 Crores:
i) The Company has filed four cases separately in the year 2004 against the Employee State Insurance
Authority for illegally demanding interest of Rs. 0.23 Crores on the contribution, which was already,
paid under Section 45A of the Employee State Insurance Act, 1948. The Employees Insurance Court,
West Bengal granted a stay in favour of the Company. The matter is currently pending.
F. MISCELLANEOUS CASES
(a) Cases, appeals and notices against the Company : NIL
(b) Cases and appeals by the Company : NIL
G. ARBITRATION PROCEEDINGS : NIL
H. INTELLECTUAL PROPERTY RIGHTS : NIL
106
Indo Gulf Fertilisers
A. CRIMINAL CASES
(a) Criminal cases filed against the Company:
The Chief Agricultural Officer, Faridkot has filed a Criminal Complaint No. 22/95 dated 20.01.1995
before Additional Sessions Judge, Faridkot against Mr. K.K. Aggarwal, (the then General Manager) and
partners of the distributor and salesman of Ashok Kumar Garg and Company for violation of Section 19
(i)(a) of Fertiliser Control Order, 1985. The Chief Agricultural Officer, Moga (CAO) has filed a
supplementary complaint dated 18.03.2004 before the Additional Sessions, Moga and has mentioned that
Indo Gulf Fertilisers and Chemicals Corporation Limited (a unit of Aditya Birla Nuvo Ltd. and referred as
IGF) along with others is responsible under Section 24 of the Fertiliser Control Order, 1985. On
17.06.1993 the fertilizer Inspectors took a sample of D.A.P. 18:46% from a shop in Baghapurana and
after analysis of the sample found it to be non-standardized. The manufacturer of the sample is IGF. It has
also been prayed that IGF is liable under Section 10 of the Essential Commodities Act, 1955 and may be
impleaded as an additional accused. A revision petition has been filed by the Company before the Honble
High Court at Chandigarh and the said Honble Court has stayed the proceedings of the trial Court at
Moga. The matter is currently pending till decision of Honble High Court of P&H Chandigarh and the
Stay is continuing sine die as a decision of Honble Supreme Court in another similar case viz. Hardeep
Singh's case is awaited.
(b) Criminal cases filed by the Company:
i) The Company has filed Case No. 3900/2003 against M/s. Agarwal Traders and others in the Honble
Court of the Chief Judicial Magistrate, Lucknow under Section 138 of the Negotiable Instruments Act,
1881 for dishonour of cheque amounting to Rs. 0.27 Crores. Honble High Court dismissed the
complaint of IGF on 09.08.2007 and quashed the lower court proceedings. The Company has filed SLP
before Honble Supreme Court which was for admitted by the Court. The matter is currently pending.
ii) The Company has filed Case No. 02/03 against M/s. Modern Fertilizers and others in the Court of the
Chief Judicial Magistrate, Kolkata under Section 138 of the Negotiable Instruments Act, 1881 for
dishonour of cheque amounting to Rs. 0.01 Crore. The matter is currently pending.
iii) The Company has filed Case No. 625/2005 against M/s. Harihar Prasad Barnwal and others in the
Court of the Chief Judicial Magistrate, Lucknow under Section 138 of the Negotiable Instruments Act,
1881 for dishonour of cheque amounting to Rs. 0.15 Crores. Honble High Court stayed the proceeding
of lower court. The counter affidavit for vacation of stay filed by the Company which is pending before
Honble High Court. The matter is currently pending..
iv) The Company has filed Case No. 866/2005 against M/s. Vinod Kumar & Company and others (Vinod
Kumar) in the Honble Court of the Chief Judicial Magistrate, Lucknow under Section 138 of the
Negotiable Instruments Act, 1881 for dishonour of cheque amounting to Rs. 0.05 Crores. Bailable
warrant issued against the opposite Party for appearance. As the warrants were not executed, the
Company moved application for issuance of NBW against opposite party for appearance before Court,
application was allowed and NBW issued. In the meanwhile Vinod kumar filed an application under
Section 482 of Cr.P.C. before Honble High Court, Lucknow Bench and the said Court has stayed the
proceedings of the lower court. The matter is currently pending.
B. LABOUR SUITS
(a) Labour suits filed against the Company in excess of Rs. 0.1 Crores : NIL
(b) Labour suits filed against the Company for less than Rs. 0.1 Crores:
i) There are three labour related cases were filed against the Company. In Mr. Satish Kumar Vs. IGF
the Honble Labour Court, Faizabad dismissed the case Ex-Parte on 25.04.2008 under Case
No.10/1997. In the case between Mr. R. B. Mandal Vs. IGF, Honble High Court, Lucknow Bench
directed the Labour Court, Faizabad to dispose it of expeditiously with in a period of six months vide
its order dated 06.08.2008. The matter is currently pending.
(c) Aggregate of Labour suits filed by the Company:
107
C. CIVIL CASES
(a) Civil cases filed against the Company in excess of Rs. 0.1 Crores : NIL
(b) Civil cases filed against the Company for less than Rs. 0.1 Crores:
i) There is one case filed against the Company before Civil Judge, Sultanpur for Rs. 0.07 crores. No
order has been passed as yet and the matter is currently pending.
(c) Civil Cases filed by the Company:
ii) The Company has filed six cases aggregating to Rs. 0.15 Crores. No order has been passed as yet and
the matters are currently pending.
D. CENTRAL EXCISE CASES

(a) Each excise case in excess of Rs.0.1 Crores, which will even include show-cause plus demand notices
: NIL
(b) Aggregate of Excise cases for less than Rs. 0.1 Crores : NIL
E. CUSTOMS
(a) Customs duty cases in excess of Rs. 0.1 Crores: NIL
(b) Aggregate Custom cases for less than Rs. 0.1 Crores: NIL
F. SERVICE TAX
(b) Service Tax cases, appeals and show-cause cum demand notices in excess of Rs. 0.1 Crores : NIL
(c) Aggregate Service Tax cases for less than Rs. 0.1 Crores : NIL
G. SALES TAX
(a) Sales Tax cases, appeals and show-cause cum demand notices in excess of Rs. 0.1 Crores:
i) For F.Y.2000-01 Joint Commissioner, Corporate Division has given effect of the appellate order vide
order dated 19.02.2009, which he has reduced demand to Rs. 77,114/-. He has not considered payment
of Rs.1.25 Lacs in the order for which an appeal has been filed before Sr. Joint Commissioner,
Commercial Taxes, West Bengal. Sr. J.C. has also not allowed credit of Rs. 1.25 Lacs. An
application for rectification has since been filed with the assessing authority to allow above credit and
refund Rs. 47,886/- to IGF.
ii) IGF has filed 1st Appeal before Addl. Commissioner (Appeal) III, Lucknow against order dated
31.05.2010 of Joint Commissioner, Corporate Circle I, Lucknow wherein a demand of Rs.17.42
Crores towards penalty under Section 10(b) under Central Sales Tax Act, 1956 (CST Act) has been
raised alleging wrong issue of Form C to Reliance Industries Ltd. / Niko (Neco) Ltd. for an aggregate
amount of Rs.55.30 Crores against purchase of Natural Gas from Andhra Pradesh holding the same as
intra-state purchase and not inter-state purchase. First Appeal has since been dismissed and 2nd appeal
has been filed on 08.08.2011 before Commercial Tax Tribunal and the matter is currently pending.
Notice from Tribunal is still awaited.
The Company filed CTR No. 233 of 2010 before Lucknow Bench of the Honble Allahabad High Court
against above order for stay of demand. The Honble High Court has passed interim order on 09.09.2010
staying operation of order for realization of penalty under Section 10(b) of CST Act till further order of the
Court.
Honble High Court of Allahabad, Lucknow Bench, Lucknow has decided the above sale of Natural Gas
by RIL/BP/NIKO to its customers in Uttar Pradesh as Inter-State sale vide its Order dated 07.09.2012.
The Assessing Officer of Reliance Industries Limited refunded the amount of Rs. 8.54 crores on 28.12.2012
but the Assessing Officers of BP Exploration (Alpha) Ltd. (BP) and NIKO (NECO) Ltd. (NIKO)
rejected Companys refund application on the ground that BP and NIKO were not the parties to writ filed
by RIL/Customers. The Company is in process of filing Clarification/Modification application before
Honble High Court for necessary direction to Assessing Authority of BP and NIKO to refund the VAT
amount. The matter is currently pending.
108
(d) Aggregate Sales Tax cases for less than Rs. 0.1 Crores:
H. OTHER TAXES, FEES & CESS

(e) Cases, appeals and show-cause cum demand notices in excess of Rs. 0.1 Crores : NIL
Rajashree Gases
A. CRIMINAL CASES
i) The Company has filed complaint Case No. 118/2002 against the United India Insurance Company
Limited before the State Consumer Dispute Redressal Commission, Lucknow alleging that the United
India Assurance Company Limited illegally repudiated the Companys request for refund of the
premium amount. The Company had taken a policy, which entitled the Company to a refund of the
premium up to a maximum of 50% downward of the sum insured. The policy was issued on estimated
gross profit of Rs. 13.40 Crores but as actual profit was less than the estimated profit and so the
Company requested the opposite party to refund the premium on the difference between the two. Thus
the Company requested for a refund of Rs. 0.19 Crores plus interest. The matter is currently pending.
(a) Other Tax, Fees and Cess cases below Rs. 0.1 Crores:
i) There is one Uttar Pradesh Trade Tax case pending against the Company. The aggregate amount
involved is Rs. 0.06 Crores. The matters are currently pending. No change in Status.
Miscellaneous Cases
(a) Cases and appeal filed by the Company:
i) There are 13 cases and appeal filed by the Company amounting to Rs. 0.15 crores.
(b) Cases and appeal filed against the Company:
i) There are 6 cases and appeal filed against the Company amounting to Rs. 3.5 Crore.
Arbitration Proceedings
i) Due to death of student in the Aditya Birla Public School (ABP School) premises, FIR was filed by
Mr. Parivesh Kumar Panday father of deceased student against Mr. J. R. Mohan, Mr. S. K. Jain, Mr.
Sham Lal Ganguli & Principal ABP School at IGF Township Jagdishpur under Section 287, 304A,
201, 504 & 506 IPC under FIR No. 480/2008 before police station Kamrauli Jagdishpur. Bail was
granted by Honble Chief Judicial Magistrate, Sultanpur (CJM) against aforesaid four persons. Police
station Kamrauli filed charge sheet against said persons before CJM. Thereafter Police dropped Mr.
Sham Lal Ganguli from charge sheet. The Company filed an application under Section 482 of Cr.P.C.
on behalf of Mr. J. R. Mohan, Mr. S. K. Jain, & Mrs. Anjali Srivastava before Honble High Court,
Lucknow bench and the said Court granted stay that is still subsisting. The matter is currently pending
before CJM, Sultanpur, till final diposal of application before Honble High court, Allahabad, Lucknow
Bench.
ii) Connecting Case :- FIR filed by Mr. Parivesh Pandey, Teacher in ABP School, Jagdishpur (Crime No.
160/2011) before P.S. Kamrauli against Mr. C.K. Datta, COO of IGF & Mrs. Anjali Srivastava,
Principal of ABP School Jagdishpur, under Section 384 IPC. The Company has filed two W.P. under
Section 482 Cr.P.C. on behalf of Mr. C.K. Datta & Mrs. Anjali Srivastava before Honble High Court
of Allahbad, Lucknow Bench, Lucknow for quashing the FIR relating to Crime No.160/2011 filed by
above Teacher. The Honble Court directed that till report under Section 173(2) Cr.P.C. is forwarded by
the police, the petitioners shall not be arrested in the aforesaid case/ crime, subject to their full co-
operation with the investigation. Thereafter, Police Station, Kamrauli Jagdishpur Indl. Area filed charge
sheet against Mrs. Anjali Srivastava & Mr. Aloke Ranjan AVP (HR) IGF, Jagdishpur before Chief
Judicial Magistrate, Sultanpur (CJM) under Section 384 (Extortion) Case No. 99/2012, for appearance
before Court and take Bail on 18.02.2012 thereafter next date fixed on 05.05.2012 for appearance &
seeking bail from the CJM. The Company has moved an application under Section 482 before Honble
High Court, Lucknow Bench, Lucknow. The Honble Court refused to quash the FIR and directed the
Petitioners to surrender before CJM Court Sultanpur within two weeks time and seek bail from CJM
Court Sultanpur. The Company has approched CJM Court for seeking bail as per Honble High Court
109
Order dated 27.03.2012 and Interim bail was granted on 11.04.2012 by Session Court in favour of Mrs.
Anjali Srivastava & Mr. Aloke Ranjan upto 23.04.2012. Further, bail has been granted but the matter is
currently pending.
iii) Mr. Jasbir Singh, Book Seller (Jasbir) inside the ABP School premises filed Civil Suit before Civil
Judge Senior Division Sultanpur against Mr. J. R. Mohan, Mr. S. K. Jain, Principal ABP School &
Chairman, Aditya Birla Group, seeking injunction to to restrain management of IGF from evicting
Jasbir from the premises of ABP School set-up at IGF Township Jagdishpur. The Company has filed
Vakalatnama on 15.3.2010 before Civil Judge Sultanpur. The Honble Civil Court has not granted any
stay in favour of Jasbir and thus he has filed appeal against said order of Civil Court before District
Court. The said District Judge also upheld the order of Civil Judge and no relief is granted to Jasbir in
the said Court. The case has been returned back to Civil Court for further hearing. The matter is
currently pending.
iv) ADM (Finance & Revenue) Sultanpur issued notice under Section 47-A / 33 / 350 of Stamps Act, 1899
(under valuation of the instrument, Six Lease Deeds Executed between IGF (ABNL) & UPSIDC on
05.11.2007 subsequent to merger of IGF with Aditya Birla Nuvo Limited). IGF appeared before
Add. Inspector General of Stamps Sultanpur last date of hearing was 14.12.2009 for orders. In this case
ADM (Finance & Revenue), Sultanpur has not yet acertained liability against the IGF. The matter is
currently pending.
v) 150/2009 IGF filed Civil Suit against Mr. Rahul Misra & Others for the recovery of Rs. 203,000.00
before Civil Judge, Sultanpur due to violation of Service Agreement with Company. The summons
have been issued for appearance of opposite parties before Honble Court and the matter is currently
pending.
WRIT PETITION No. 12573/2010 (Indo Gulf Fertilisers V/s State of U.P. & UPSIDC) filed against illegal
demand of amount of Rs. 6,33,44,078.61 as Levy of maintenance charges on the plots an area on
833.04 acres situated in Jagdishpur Industrial Area along with interest up till 30.09.2010 by UPSIDC from
IGF.The matter is currently pending.
Insulator, Rishra
A. CRIMINAL CASES
a) Criminal cases Filed against the Company :
The Factory Inspector filed Criminal Case No. 390/12 against the Company in the Court of Chief Judicial
Magistrate Chinsura, Hooghly in respect of fatal accident of Contract worker at the factory on 10.05.2012.
The case has been filed under Section 92 of the Factories Act, 1948.
The Claim amount is yet to be determined since the case is under proceeding before the CJM, Court. The
Company has complied with all the suggestions of the Factory Inspector as mentioned in their report and
communicated to the Factory Inspector. The matter is currently pending.
b) Criminal cases filed by the Company :
Criminal Cases in excess of Rs. 0.1 Crores:
i) The Company has filed Criminal Case in the Court at Serampore (W.B.) by Case No.537/2010 dt.
28.06.2010 under Section 138 of the Negotiable Instruments Act, 1881 due to dishonor of Cheque vide
Cheque No.125154 dt.15.01.10 for Rs. 0.2373 Crores stop payment by party M/s. Mahavir Electro-
Mech (P) Ltd., Bangalore against supply of Insulators. The matter is currently pending.
Criminal Cases below Rs. 0.1 Crores : NIL
B. LABOUR SUITS:
a) Labour Suits Filed against the Company in excess of Rs. 0.1 Crores : NIL
b) Labour suits filed against the Company for less than Rs. 0.1 Crores:
i) There are four labour related cases filed against the Company in various Courts in India and the amount
involved is approximately Rs. 0.20 Crores and interest provision Rs. 0.16 crores upto December 2012.
No order has been passed as yet and the matters are currently pending.
110
c) Aggregate of Labour suits filed by the Company : NIL
C. CENTRAL EXCISE CASES

i) There are 7 excise cases and show-cause plus demand notices pending amounting to Rs. 3.76 crores.
b) Excise cases for less than Rs. 0.1 Crores:
There are approximately 47 excise related show cause notices sent to the Company to which the Company
has replied. The amounts involved in these cases aggregate to Rs. 1.34 Crores and interest provision for
Rs. 0.73 crore upto December 2012. No orders have been passed as yet and all the matters are currently
pending.
D. SERVICE TAX
a) Service Tax cases, appeals and show-cause cum demand notices in excess of Rs. 0.1 Crores:
i) There are 3 Service Tax cases, appeals and show-cause cum demand notices pending amounting to
Rs. 0.77 crores.
b) Aggregate Service Tax cases for less than Rs. 0.1 Crores:
i) There are two Service tax related show cause notices sent to the Company to which the Company has
replied. The approx. amount involved in this case is Rs. 0.01 Crores. No order has been passed as yet
and the matter is currently pending.
E. SALES TAX
a) Sales Tax cases, appeals and show-cause cum demand notices in excess of Rs. 0.1 Crores:
i) There are 17 Sales Tax cases, appeals and show-cause cum demand notices pending amounting to Rs.
8.49 crores.
b) Aggregate Sales Tax cases for less than Rs. 0.1 Crores:
There are five cases against the Company involving a total amount aggregating to Rs. 0.21 Crores and
interest provision Rs. 0.12 crores upto December 2012. No order has been passed as yet and the matters are
currently pending.
c) Other Taxes, Fees and Cess
I) Cases, appeals and show-cause cum demand notices in excess of Rs. 0.1 Crores:
i) The Company has filed a case in the Honble High Court at Kolkata dated 14.07.1998 against General
Furnace Construction Private Limited, Australia (General Furnace). The Company had placed orders
with General Furnace for supply and commissioning of two shuttle kilns. General Furnace represented
that the kilns were of superior quality but the performance of the kilns was entirely unsatisfactory.
Despite efforts, General Furnace was unable to rectify the defects and the Company rejected the kilns.
The Company demanded repayment of Rs. 129.11 Crores for the kilns but General Furnace refused to
take back the kilns and repay the money. The Company has requested the Court for a decree of Rs.
129.11 Crores against General Furnace as well as interim interest and interest on judgement. The matter
is currently pending.
ii) There are 3 cases, appeals and show-cause cum demand notices pending amounting to Rs. 8.74 crores.
II) Other Tax, Fees and Cess cases below Rs. 0.1 Crores:
i) There are three cases filed against the Company aggregating to Rs. 0.05 Crores. No order has been
passed as yet and the matters are currently pending.
F. MISCELLANEOUS CASES
a) Cases and appeals by the Company:
i) The Company has filed 8 cases against the Employee State Insurance Corporation for demand notices
issued by the Corporation amounting to an aggregate amount of Rs. 0.30 Crores.and interest provision
Rs. 0.48 upto December 2012. No order has been passed as yet and the matters are currently pending.
111
b) Cases and Appeal Filled against the Company : NIL
G. ARBITRATION PROCEEDINGS
i) Arbitration is going on between the Company and Richardson & Cruddas Limited (R&C) arising out
of a dispute under two contracts entered into between them in regard to erection of two electricity
transmission lines. The Company has claimed against R&C for outstanding bills, retention money and
labour charges for additional work. The Arbitration Tribunal by its order directed R&C to pay the
Company on or before 31.07.2002, Rs. 1.09 Crores in respect of bills due for payment on the
Jamshedpur-Rourkela line and Rs. 0.46 Crores on the Durgapur-Jamshedpur line, subject to verification
whether the payments made directly by Power Grid Corporation of India Limited directly to the
Corporation have been given credit for by the Company and deducting the amounts, if any, for which
such credit has not been given by the Company in making its claim. The Arbitration Tribunal also
directed R&C to pay Rs. 0.24 Crores in respect of the Jamshedpur-Rourkela line and Rs. 0.24 crores in
respect of the Durgapur- Jamshedpur line withheld by it by way of retention money and a sum of Rs.
0.01 Crores towards the cost of arbitration proceedings. The award has been granted but R&C is sick
company and is currently under Board for Industrial and Financial Reconstruction (BIFR). The matter
Insulators, Halol
A. CRIMINAL CASES
a) Criminal cases filed against the Company:
b) Criminal cases filed by the Company:
i) There are 12 Criminal Cases having Nos. 1478/06 to 1489/06 filed by the Company at Criminal Court,
Halol under Section 630 of the Companies Act, 1956 for failure to vacate the workers colony quarters
accommodated by the discharged workmen.
B. LABOUR SUITS
a) Labour suits filed against the Company in excess of Rs. 0.1 Crores : NIL
i) There are 11 Labour suits filed against the Company amounting to Rs. 0.03 crores.
c) Aggregate of Labour suits filed by the Company:
There is one case has been filed by the Company having No.11/04 against staff unions charter of demand
in the tribunal Court of Baroda which is currently pending.
C. CIVIL CASES
a) Civil cases filed against the Company in excess of Rs. 0.1 Crores : NIL
b) Civil cases filed against the Company for less than Rs. 0.1 Crores:
i) There are 6 civil cases filed against the Company amounting to Rs. 0.16 crores.
c) Civil Cases filed by the Company:
i) There are 7 civil cases filed by the Company amounting to Rs. 0.49 crores.

i) The Additional Commissioner, Central Excise Vadodara-II issued OIO No.17/DEM/
ADC/D.Halol/2005 Dtd.19.09.2005 to the Company demanding an aggregate sum of Rs. 0.31 Crores
plus interest in respect of the alleged claim of Company of Cenvat credit of the duty paid for re-
importation of goods (refer Bill of Entry No. 1013 dtd 28.08.03, Siemens, China) under Notification
No. 94 / 96 Cus Dtd.16.12.1996, Central Excise and Service Tax Appellate Tribunal (CESTAT) at
Mumbai waive pre-deposit of duty and penalty and stay recovery thereof. Appeal is still pending. Stay
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application No. E / Stay / 2357 / 06 Mum Dtd. 26.07.2006 in Appeal No. E / 2403 / 06 - Mum.
(Reference BE No. 1013-28.08.2003, Siemens, China) Total liability with interest comes to Rs. 0.55
Crore as on December, 2010 and the matter is currently pending.
E. CUSTOMS
a) Customs duty cases in excess of Rs. 0.1 Crores:
i) The Assistant Commissioner, Customs, ICD Vadodara, issued OIA bearing No.01/04 dated 23.08.2004
to the Company demanding an aggregate sum of Rs. 0.14Crores for the year 2003-04 in respect of the
SAD and interest on SAD & Custom Duty paid for re-importation of goods from Siemens, China. The
matter is currently pending with CESTAT, Mumbai vide Appeal No.C-52/05-Mum dt.10.01.2005.
b) Aggregate Custom cases for less than Rs. 0.1 Crores:
F. SERVICE TAX
a) Service Tax cases, appeals and show-cause cum demand notices in excess of Rs. 0.1 Crores:
i) The Company has filed appeal No. ST/138/06/MUM dated 05.06.2006 and stay application No.
ST/STAY-1844/06-MUM against an order of Commissioner of Central Excise & Customs, Vadodara-
II dated 25.01.2006 confirming the demand of Service Tax amounting to Rs. 0.22 Crores from the
Company under Section 73(1)(a) of the Finance Act, 1994 and also the interest on it at the applicable
rate as per the provisions of Section 75 of Finance Act, 1994. By the same order the Company has also
been ordered to pay penalty of Rs. 500/- under Section 75(a) of Finance Act, 1994, penalty of Rs.
1000/- under Section 77 of Finance Act, 1994, penalty at the rate of Rs. 100/- per day under Section 76
of Finance Act, 1994 for the period 01.07.2003 to 08.07.2004 and penalty of Rs. 0.22 Crores under
Section 78 of Finance Act, 1994. CESTAT ordered for payment of Rs. 0.05 Crores and dispensing off
with pre-deposit of balance amount of principal and penalty during the pendency of the appeal.
As regards to the order dated 20.12.2010 passed by CESTAT in service tax matter being Appeal No.
ST/138/2006, Companys appeal on merits has been dismissed by the CESTAT. The demand beyond the
normal period of one year has also been set aside by the CESTAT. Therefore, demand for the rest of the
period along with interest becomes payable and payment of penalty has been set aside.
b) Aggregate Service Tax cases for less than Rs. 0.1 Crores : NIL
G. SALES TAX
a) Sales Tax cases, appeals and show-cause cum demand notices in excess of Rs. 0.1 Crores : NIL
b) Aggregate Sales Tax cases for less than Rs. 0.1 Crores : NIL

I. MISCELLANEOUS CASES
a) Cases, appeals and notices against the Company:
i) Ministry of Electricity, Syrian Arab Republic, PEDEEE, Damascus, Syria had filed a case No. 684 /
2008 (1495 / 2006 and Suit No. 978 / 2007) against the Company before Syrian Arab Republic, State
Council Court of Administrative Prosecution, Damascus, Syria. For demand of US$ 2,28,000 as
penalty, arrived upon in Contract No. 443/EXT/1994 for the delay in supply of 20 K.V. Long Rod
Insulators and Support Insulators Medium Voltage The experts submitted the report dated 12.08.2007
to the Court to reduce the claim from US$ 228000 to US$ 129960. The Court called comments from
both the parties on 06.05.2008. Due to the internal situation in Syria, the matter is currently pending.
113
ii) Ministry of Electricity, Syrian Arab Republic, PEDEEE, Damascus, Syria sent letter dated 06.11.2000
to pay a sum of US$ 4204.8 as penalty, arrived upon in Contract No: 60/EXT/DIS/96 for the delay in
supply of Lightning Arresters 66 K.V. Further vide letter-cum-fax dated 16.04.2008 for additional
claim of US$ 4.2 towards container penalty intimated. The Company has contested the claim by way of
its reply dated 23.10.1998 but the same is not accepted by the other party. Due to the internal situation
in Syria, the matter is currently pending.
iii) Ministry of Electricity, Syrian Arab Republic, PEDEEE, Damascus, Syria sent letter dated 27.04.2002
and 01.04.2004 to pay a sum of US$ 2362.50 as penalty, arrived upon in Contract No: 125/EXT/98 for
the delay in supply of Post Insulators and US$ 272 towards containers penalty. Due to the internal
situation in Syria, the matter is currently pending.
iv) Ministry of Electricity, Syrian Arab Republic, PEDEEE, Damascus, Syria had filed five Cases No.
1885 / 2006, 716 / T, 536 / 2008, 532 / 2008, 453 / 2008 suit No. 978 / 2007) against the Company
before Syrian Arab Republic, State Council Court of Administrative Prosecution, Damascus, Syria
towards delay penalty against contract No. 11 / EXT / 89, 256 / EXT / 92 371 / EXT / 94, 446 / EXT /
94, 7 / EXT / 95 respectively for US$ 195721. Due to the internal situation in Syria, the matter is
currently pending.
v) Ministry of Electricity, Syrian Arab Republic, PEDEEE, Damascus, Syria sent letter dated 13.09.2003
to pay a sum of US$ 23320.04 towards penalty, arrived upon in Contract No: 140/EXT/98 for the delay
in supply of Single suspension string and single tension string for overhead lines and US$ 16346
towards shortage of 1000 Nos. Strings. Due to the internal situation in Syria, the matter is currently
pending.
b) Cases and appeals by the Company : NIL
Hi-tech Carbon, Patalganga
A. CRIMINAL CASES
a) Criminal cases filed against the Company : NIL
b) Criminal cases filed by the Company : NIL
B. LABOUR SUITS
b) Labour suits filed against the Company for less than Rs. 0.1 Crores : NIL
C. CIVIL CASES
a) Civil cases filed against the Company in excess of Rs. 0.1 Crores :
i) M/s. SPA White Private Limited filed the complaint application bearing No. 56/2008 located at Lohop
village against the Company Civil Court, Khalapur alleging that the defendant has broken their
compound Wall in Survey No.5 and obtained Injunction Order from the above Court for the
development of the construction activities on the land of afore said survey No. The Company appealed
in District Court, Alibag, however the District Judge rejected Companys appeal and the District Court
sent the matter back to Civil Court, Khalapur for further proceeding. Thereafter, the Civil Judge
appointed Commissioner to execute the land survey of the disputed land. The Commissioner executed
the land survey after five months and submitted report to Civil Court, Khalapur in July, 2011. The
ii) Mrs. Pramila Joshi residing in New Delhi is having open land (Survey No.28 E) in the area of
Vashiwali village. She had filed suit against the Company and Mr. Rodeny GRS Enterprises
(contractor engage for land acquisition) in the Civil Court, Khalapur by alleging that the Company
constructed a Tower of Transmission Line on her land Survey No.28 E and requested the aforesaid
Court to issue Injunction Order for stopping the construction and stringing work of the Transmission
Line. However, the Court rejected her application to issue injunction order. Till date, the aforesaid
Court has not taken up the matter on Board and has directed the plaintiff as well as respondent to sort
the issue amicably with mutual understanding otherwise, the matter will be taken up by the Court on
114
the board. The Court has also rejected the request of the plaintiff to pass status quo order against the
respondent. Court had given order to both the parties to solve the issues up to 31.07.2012 and the
plaintiff did not show willingness to settle the matter out of the Court hence the Civil Court has taken
the matter on board. However, the plaintiff was not appearing before the Court and the matter is
currently pending.
b) Civil cases filed against the Company for less than Rs. 0.1 Crores : NIL
c) Civil Cases filed by the Company : NIL

a) Each excise case in excess of Rs. 0.1 Crores, which will even include show-cause plus demand notices :
NIL
b) Excise cases for less than Rs. 0.1 Crores : NIL
E. CUSTOMS
b) Aggregate Custom cases for less than Rs. 0.1 Crores : NIL
F. SERVICE TAX
a) Service Tax cases, appeals and show-cause cum demand notices in excess of Rs. 0.1 Crores : NIL
G. SERVICE TAX
b) Aggregate Sales Tax cases for less than Rs. 0.1 Crores :NIL

a) Cases, appeals and show-cause cum demand notices in excess of Rs. 0.1 Crores: NIL
b) Other Tax, Fees and Cess cases below Rs. 0.1 Crores: NIL
b) Cases and appeals by the Company: NIL
Hi-tech Carbon, Gummidipoondi
A. CRIMINAL CASES
a) Criminal cases filed against the Company: NIL
B. LABOUR SUITS
c) Aggregate of Labour suits filed by the Company: NIL
C. CIVIL CASES
115

i) The Dy. Commissioner of Central Excise & Service Tax LTU, Mumbai issued Demand cum Show
Cause Notice bearing No.LTU/MUM/CX/GLT-6/ABN(HTC)43/2001-12/29518 DT.20.09.2011 to the
company demanding Rs.22.39 Crores for the period Sep-2006 to Sep-2010. It has been pointed out that
the company had wrongly availed Cenvat Credit CBFS and other inputs used in the manufacture of
Electricity wheeled out to Electricity Board during the above said period. Reply has been filed on
09.11.2011,to the Commissioner of Central Excise & Service Tax, LTU Mumbai stating that the lean
gas is a by-product arising during the process of manufacture of Carbon Black. The matter is currently
pending.
ii) There are 5 excise cases including show-cause plus demand notices filed against the Company
amounting to Rs. 12.76 crores.
There are 13 excise related cases filed against the Company. The amounts in these cases aggregate to Rs.
0.28 crores.
E. CUSTOMS
F. SERVICE TAX
G. SALES TAX

a) Cases, appeals and notices against the Company:
i) Tamil Nadu Pollution Control Board (TNPCB) while renewing the Pollution Consent for the year
2009, given the new proceedings No. T9/TNPCB/F.2690/TVLR/07 dated 09.06.2009 requesting the
Unit to furnish concrete proposal for providing suitable scrubbing system for boiler in Line III (which
shall be continued for Line I and Line II) or by source reduction in SO2 level in the raw material within
a month. The company on 01.07.2009 has submitted the proposal relating to the above condition and
requested the Chairman, TNPCB to accept the proposal. The matter is currently pending before
TNPCB.
b) Cases and appeals by the Company:
Hi-tech Carbon, Renukoot
A. CRIMINAL CASES
116

B. LABOUR SUITS
C. INCOME TAX PROCEEDINGS : NIL
D. CIVIL CASES
c) Civil Cases filed by the Company:
i) The Company has filed a case against Biba Chem (Agent) aggregating to Rs. 0.19 Crores. No order has
been passed as yet and the matters are currently pending before Honble High Court of Delhi.
E. CENTRAL EXCISE CASES

The excise department has filed 20 cases for similar nature on reversal of modvat aggregating to Rs. 5.96
Crores on sales of Steam & Power (Exempted from Excise). The 1st case is already decided in Companys
favour from CESTAT. Department has filed an appeal in High Court and the matter is currently pending.
In another case from Excise department is filed for wrong availment of modvat on deemed export supply
against CT-2 aggregating to Rs. 0.73 crores. The order from CESTAT is given order in Companys favour
and department filed appeal in High Court which is currently pending
b) Aggregate of Excise cases for less than Rs. 0.1 Crores:
The excise department has filed 5 cases for similar nature on reversal of modvat aggregating to Rs. 0.29
Crores on sales of Steam & Power (Exempted from Excise). One case is already decided in favour of the
Company by CESTAT. Department has filed appeal in High Court which is currently pending.
F. CUSTOMS
G. SERVICE TAX
There are 2 service tax cases pending amounting to Rs. 0.88 crores.
H. SALES TAX
Three cases on demand of tax on export sales to Nepal is pending with HC Allahabad aggregating to Rs.
0.25 crores. All three cases are similar for different years.
One case of Entry tax on import of CBFS in state of UP is pending with Honble Supreme court challenging
the validity of entry tax levy aggregating to Rs. 115.94 crores. The matter is currently pending.
I. OTHER TAXES, FEES, & CESS
117
b) Cases and appeal filed by the Company : NIL
Madura Garments (Madura Fashion & Lifestyle)
A. CRIMINAL CASES
a) Criminal cases filed against the Company : NIL.
b) Criminal cases filed by the Company :
i) The Company has filed Case No.796/2004 against M/s. Ezy Slides Fastener and another (defendants)
under Section 467 of IPC in the Court of the Additional Chief Metropolitan Magistrate, Bangalore.
The defendants were suppliers from whom the Company purchased zips and other accessories. Over
time the transactions between the Company and the defendants reduced but the defendants forged the
signatures of the officials of the Company and fabricated documents. The defendants have also asked
the Company to pay Rs. 0.02 Crores as central sales tax payable on purchase made by the Company
from the defendants. The Company has now filed a Criminal Complaint for fraud and forgery. The
ii) The Company has filed Case No. 348/2004 against Vasanth Colour Labs in the Court of the Additional
Chief Metropolitan Magistrate, Bangalore under Section 138 of the Negotiable Instruments Act, 1881
for dishonour of cheque amounting to Rs. 0.05 Crores. Vasant Color Labs has preferred an appeal in
Crl.Appl No.879/08 before the Appellate Court against the Order by Magistrate Court in favour of the
Company. The said appeal was decided in favour of the Company. The Accused has preferred an
Crl. Revision No.1168/2010 before Honble High Court of Karnataka, Bangalore. The matter is
currently pending.
iii) The Company has filed a Private Complaint against M/s. Fashion World before the Honble Chief
Judicial Magistrate Court, Bangalore for dishonor of cheque amounting to Rs. 1.33 lacs. Honble Court
has registered the complaint as P.C.R No. 981/2011. The matter is currently pending.
iv) The Company has filed Private Complaint against M/s. LOOT, before the Honble XIV ACMM,
Bangalore for dishonor of cheque. The matter is currently pending.
B. LABOUR SUITS
i) Mr. Prabhu, an ex-employee has filed a case against the Company under the provisions of Labour Laws
being case number I.D. No. 59/2009 alleging illegal dismissal from services and claiming reinstatement
of services along with back wages. The matter is currently pending.
ii) Mr. Bobby, an ex-employee has filed a case against the Company under the provisions of Labour Laws
being case number I.D. No. 58/2009 alleging illegal dismissal from services and claiming reinstatement
of services along with back wages. The matter is currently pending.
a) Labour suits filed against the Company for less than Rs. 0.1 Crores : NIL
b) Aggregate of Labour suits filed against the Company:
i) There are 2 Labour suits filed against the Company amounting to Rs. 0.01 crores.
C. CIVIL CASES
a) Civil cases filed against the Company in excess of Rs. 0.1 Crores:
Mr. Trineth Khera has filed an Arbitration Petition bearing number 188 of 2010 before the Honble High
Court of Delhi against the Company for appointment of Arbitrator and making a claim of approximately Rs.
5.5 Crores. Honble Delhi High Court passed Order dated 18.07.2011 directing the parties to submit to
arbitration. Accordingly, the petitioner has filed his arbitration petition before the Delhi Arbitration Center.
The matter is currently pending.
b) Algae Apparels V MGEL (now merged with Aditya Birla Nuvo Ltd.)
Lt. Col. Dhanlakshmi, proprietor of Algae Apparels (Algae) invoked the Arbitration proceedings against
the Company numbered as CMP.130/2008 claiming damages for loses incurred due to non utilization of
118
services. The Company stopped placing orders with Algae since there were issues relating to quality and
delay in completing job work due to which the Company lost work orders. The matter is currently pending
before the Arbitrator.
c) Civil cases filed against the Company for less than Rs.0.1 Crore:
i) Agil Freight and Logistics Private Limited (Agil Freight) has filed a Civil Suit bearing No. O.S. No.
1100/2002 in the Court of the City Civil Court, Bangalore for recovery of Rs. 1,06,453/- against the
Company. The matter is currently pending.
d) Civil Cases filed by the Company :
i) There are 7 Civil Cases filed by the Company amounting to Rs. 2.88 crores.

a) The Commissioner of Central Excise, Bangalore has filed an appeal in the Honble High Court of
Karnataka against an order by CESTAT, which quashed an order by the Bangalore Commissioner
demanding the Company to pay excise duty of Rs. 2.08 Crores plus penalty of Rs. 2.08 Crores under
Section 11AC of the Central Excise Act, 1944 and Rs. 0.21 Crores under Rule 25 of the Central Excise
Rules, 1944. The duty was demanded under the proviso to Section 11A (1) of the Central Excise Act,
1944, allegedly payable on the Ready Made Garments during the period from 01.05.2001 to
31.01.2003. The Company imported certain varieties of mens shirts in bulk, which were then subjected
to refinishing work. It is alleged that the Company suppressed the fact of refinishing work, which
amounts to manufacture. This contravenes provisions of Rules 4, 5, 6, 8, 20, 11 and 12 of Central
Excise Rules, 2001. Honble High Court disposed off the Department Appeal on the ground that the
Tribunal had only remanded the matter to the Commissioner. Honble High Court has further directed
the Commissioner to decide the question of manufacture and other attendant issues. At the personal
hearing the Commissioner of Central Excise passed the order 37/2007 dated 22.10.2007 confirming the
duty amount of Rs. 2,08,47,542 and also imposed penalty of Rs. 2,08,47,542. Against the said order,
the Company appealed before CESTAT Bangalore.CESTAT by way of its order 740/08 dated
07.07.2008 allowed the stay application and appeal. CESTAT further remanded the case for de novo
consideration and directed to revise the demand after quantifying the CVD paid by the Company. The
Commissioner has passed the order dated 24.08.2009 confirming the Demand after giving effect to the
CVD portion to the extend proof was submitted by the Company. The demand stands reduced to Rs.
0.98 crores for duty and 0.98 crores as Penalty. The Company filed appeal against the said order in
December, 2009. The matter is currently pending.
ii) The Company (appellant) filed an appeal Stay Order No. 45/2006 in E/ST/664/05 in Original Case
No. E/994/05 dated 12.01.2006. The Company has been supplying raw materials to job workers for
manufacture of garments after availing CENVAT credit. The demand has been confirmed on the
ground that the Company was not entitled to the benefit of exemption under Notification No. 38/2003-
CE dated 30.04.2003 in respect of readymade garments procured from their job workers and the
Company had wrongly availed the concession of the amending Notification No. 38/2000/-CE dated
30.04.2003 and in doing so contravened Section 11(A) of the Central Excise Act, 1944. The Company
has been denied exemption on the ground that there was no sale of the garments by the job workers to
the appellant and that the notification contemplates purchase. The Company appealed before
CESTAT, Bangalore to stay the operation of the impugned order passed by the respondent, to waive
the pre-deposit duty and stay its recovery. CESTAT, Bangalore after hearing Companys case passed
the final order allowing Companys appeals with consequential relief and set aside the order passed by
the Commissioner of Central Excise Bangalore. Against the said order of CESTAT the Commissioner
of Central Excise Bangalore filed an Appeal in Honble Supreme Court vide Appeal No. 4763 65 of
2007. The matter is currently pending.
E. CUSTOMS
a) Customs duty cases in excess of Rs. 0.1 Crores :
There was a SCN issued by Commissioner of customs BLR dated 3.3.2006 by claiming violation of
provision of EXIM policy related to Advance License obtained by Madura Coats. Commissioner of Customs
had appealed before the Hon'ble Karnataka High Court against CESTAT order which is related to FY 1998-
99 during Madura Coats period for Rs. 2.04 crores (Duty Rs. 0.99 plus Penalty & Fine Rs. 1.05) as demand.
119
The said appeal has been admitted in the Honble High court and the matter is currently pending.
F. SERVICE TAX
G. SALES TAX
b) Aggregate Sales Tax cases for less than Rs. 0.1 Crores:
i) There are 6 cases pending against the Company in various locations which aggregate to an amount of
Rs. 0.07 crores. No order has been passed as yet and the matters are currently pending.

a) Cases, appeals and show-cause cum demand notices in excess of Rs. 0.1 Crores:
i) There are 2 cases appeals and show-cause cum demand notices pending amounting to Rs. 2.58 crores.
a) Intellectual property rights
Trademark passing off case T.S No. 3729 of 2009 has been filed against the Company by Elite Shoe Co.
Kolkata (Elite Shoe) seeking permanent injunction restaining the Company from manufacturing or selling
goods under the trade mark Elite. The temporary injunction application filed by Elite Shoe has been
partially allowed by theCourt and the Company is allowed to manufacture, sell and market its products
under the brand name Peter England Elite except leather goods and footwear. The opposite party has
challenged the said order in the Honble Kolkata High Court. Written statement and issues have been
framed in the Original suit. This matter is currently pending.
b) Cases, appeals filed by the Company
O.S. 4/2012 Trademark infringement case has been filed against the seller of infringed shoes in Trend,
seeking permanent injunction in restaining the defendants from manufacturing or selling goods under the
trade mark Peter England. The Honble Court appointed a Court commissioner. Further, the Court
ordered for issue of notice to defendants. The matter is currently pending.
CONSUMER CASES
A consumer complaint bearing number Complaint No. 201 of 2010 has been filed by one Arunkumar Naryandas
Tandon against Arpan as the First opponent and the Company as the Second opponent. The matter is currently
pending.
1) Consumer Complaint No. 202/2010 has been filed by the Company against defendants i.e. M/s. Lalitha
Textiles & Jewellery Mart (P.) Ltd. (Lalitha Textiles). Lalitha Textiles was selling spurious products in
Madurai under the different effecting the business of the Company. The matter is curretly pending.
2) A consumer complaint being numbered as 832/2012 has been filed by Rajiv Khabra against the Company
before District Consumer Forum, Hyderabad alleging deffective garments sold in Companys franchise
store. The matter is currently pending.
3) The complaint CC-124/ 2012 filed by Mr. Rajkumar Kaithwas against the Company before Consumer
Forum, Khandwa) in respect of the garments purchased by the complainant. The matter is currently
pending.
a) Cases and appeals by the Company:
The Company has filed objection to the execution petition bearing No. 836/2009 in the City Civil Court,
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Bangalore. In this case, the Company had given some fabric to the judgement debtor (Konega International
Private Limited) for certain job work. On completion of the job work, Konega was to return the end product
to the Company. Due to dispute between the decree holder (Snowhite Fashion Private Limited) the Court
has passed an order of attachment of all moveables of Konega kept in the premises of the judgement
debtor. In this proceeding Companys stock was also attached along with other stocks. The matter is
currently pending.
Birla Periclase
A. CRIMINAL CASES
b) Criminal cases filed by the Company:
The Company has filed Case Nos. 94/2000, 95/2000, 98/2000, 99/2000, 100/2000, 101/2000, 102/2000,
133/2000, 134/2000, 135/2000, 395/2001, 396/2001 Section 138 of the Negotiable Instruments Act, 1881 (the
Act) against Orissa Industries Limited, Rourkela (defendants) and its Directors the dishonour of cheques
amounting to Rs. 3.03 Crores. The accused purchased sea water from the Company and issued the post
dated cheques for the said amounts, which on presentation were dishonoured. Consequent to the Criminal
Revision Petition filed for discharge of some directors in Metropolitan Session judge were allowed and the same
was challenged in Honble High Court by Crl. R.C No. 1249 to 1268 of 2003. The Honble High Court has
passed an order allowing the Criminal Revision Petitions and restored all the complaints against the directors.
The directors of the other side have filed application for quashing of the complaint, vide Crl. Ps No.
7362,7364,7365,7366,7367,7369 and 7464/2007for which the Honble High Court had dismissed all criminal
petitions. The matters currently pending at 4th ACMM Court, Vizag.
B. LABOUR SUITS
Three employees of the Company have filed a Case No. 52/2000 against the Company in the Industrial Tribunal
cum Labour Court, Vishakhapatnam for transferring them to Hi-Tech Carbon, Renukoot, a Unit of the
Company. The employees allege that the transfer was not justifiable and unsustainable. The Company filed a
writ petition No. 15793/2000 in the Honble High Court at Andhra Pradesh and obtained a stay. Stay being
continued at Honble High Court matter in WP 15793/2000 no developments.
C. CIVIL CASES
D. EXCISE CASES
a) Excise cases in excess of Rs.0.1 Crores:
i) There are 3 Excise case pending amountuing to Rs. 0.86 crores.
b) Aggregate of Excise cases for less than Rs. 0.1 Crores : NIL
E. CUSTOMS
F. SERVICE TAX
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G. SALES TAX

b) Cases and appeals by the Company:
i) The Company has filed W.A. No. 1332 of 2004 against the Government of Andhra Pradesh and others
(respondents) in the Honble High Court of Judicature, Andhra Pradesh at Hyderabad. The appeal is
against the order of the Single Judge dated 23.06.2004 passed in W.P. No. 6957 of 2001 filed by the
Company against the order of the General Manager, District Industries centre cancelling the eligibility
certificate granting rebate in electricity. The Company got 25% rebate in power bills for its unit in
Vishakhapatnam. The maximum rebate for a total of 3 years was Rs. 0.5 Crores. The respondents
issued an eligibility certificate to the Company granting the rebate. The Company started commercial
production in February 1998 and full rebate was availed by the Company in certain months. Thereafter,
Company started paying for electricity at the normal tariff. The Company had to close in December,
1998 due to adverse market conditions. The respondents then cancelled the eligibility certificate
granted and adjusted the rebate of Rs. 0.5 Crores retrospectively from excess deposit lying in the
account of the Company. The Company has filed appeal against this cancellation and the order
delivered by Single Judge in the matter has been suspended. The matter is currently pending.
ABNL PENDING CASES
A. CRIMINAL CASES FILED AGAINST THE COMPANY:

i) Charanjeet Singh had filed Case No. 2339/02 against Mr. Kumar Mangalam Birla, Mr. S.K. Mitra and
an ex-employee of the Lucknow Branch, Ashish Goel in the Court of the Metropolitan Magistrate,
Kanpur for cheating, mischief and causing damage under Sections 417, 418, 419 and 420 of IPC in
relation to a hire purchase transaction of the Company. The Company then filed criminal miscellaneous
petition Nos. 8607/03 and 8608/03 on behalf of Mr. Kumar Mangalam Birla and Mr. S.K. Mitra in the
Honble High Court at Allahabad under SSection 482 of the Cr.P.C. against Charanjeet Singh. A
second-hand Maruti was taken under hire purchase from the Company but Charanjeet Singh alleged
that registration papers were not given to him and as a result he could not use the car as a taxi. He thus
suffered losses and requested the Court of the Metropolitan Magistrate, Kanpur to summon Mr. Kumar
Mangalam Birla and Mr. S.K. Mitra and try and convict them. Honble High Court at Allahabad
granted a stay on the proceedings at the Court of the Metropolitan Magistrate, Kanpur vide its order
dated 16.10.2003. The stay is still in force and there are no further developments in the case.
ii) The Enforcement Directorate, Mumbai filed a Criminal Case being CC No. 1349/s/02 before the Chief
Metropolitan Magistrate, Mumbai, against 1) Birla Global Finance Ltd. 2) Mr. Adesh Gupta 3) Mr.
Madhav Menon & Ors, wherein the company received summons from the Court on 16.04.2009. The
matter arises out of FERA/ FEMA violations coupled with violations of RBI guidelines as to BTQ,
while dealing in Foreign Exchange. The matter was kept on 11.08.09, when the Company on behalf of
BGFL entered appearance and filed an application to bring on record, the Order passed by the Bombay
as well as Honble Gujarat High Courts whereby BGFL amalgamated with the Company therefore the
Accused Company BGFL ceased to exist and treated as dissolved without winding up. Mr. Adesh
Gupta and Madhav Menon the Accused Nos. 2 & 3 in the said Criminal Case have filed a Criminal
Writ Petition before the Honble Bombay High Court being No. 2007 of 2009 and obtained interim stay
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of the Criminal Proceedings pending before the MM Court. And on 27.01.2011 the said Writ Petition
has been finally heard and disposed off allowing the same. The criminal proceedings against Petitioners
are quashed.
And now Criminal Case before CMM Court, Esplanade adjourned to 14.10.2011 for further
proceedings. On 14.10.2011 the Company had tendered an application to set aside proceedings against
Mr. Adesh Gupta & Mr. Madhavan Menon (Accused No. 2 & 3). The Honble Chief Metropolitan
Magistrate stated that in compliance with the Order dated 27.01.2011 pased by the Honble High Court
the process issued against the above accused had already been set aside and therefore there was no need
to the file this application.The certified copy of the Roznama which records the quashing as aforesaid
by the Honble CMM Court has already been applied.
iii) There are 4 other Criminal Cases filed against the Company aggregating to Rs. 0.0478 Crores. The
matters are currently pending in various Courts.(Cases filed at Bubaneshwar-1, Delhi-1, Jaipur-1 &
Lucknow-1)
B. CRIMINAL CASES FILED BY THE COMPANY:

i) The Company has filed 7 other Criminal Cases at various Courts in the country aggregating to Rs.
0.2719 Crores. (Cases filed at Delhi-7).
ii) There are approximately 594 Criminal Cases filed by the Company under Section 138 of the
Negotiable Instruments Act, 1881 pending at various Courts in the country aggregating to Rs. 3.411
Crores.
C. CIVIL CASES FILED AGAINST THE COMPANY:

i) There are 12 civil cases filed against the company amounting to Rs. 0.24 crores.
ii) State Bank of India (SBI) had instituted Suit No. 133 of 1993 in the High Court, Bombay against
Bombay Mercantile Co-operative Bank Ltd. & Ors. wherein IGF has been made a party to the suit as
Defendant No. 3. Now, as the High Court has transferred matters with claims below Rs. One Crore to
the City Civil Court, the aforesaid matter has now been transferred from the High Court to the City
Civil Court (City Civil Court Suit No. 108517 of 1993). The matter relates to the wrongful debit of the
Company and filed annt maintained with SBI and SBI has claimed Rs. 6,89,195/--(Rupees Six Lakhs
Eighty Nine Thousand One Hundred and Ninety Five) with interest at the rate of 16.5% p.a. jointly and
severally from the Defendants.. However, by order dated 18.12.1992 the Hon City Civil Court, the
aforesaid matter has now been transferred from the High Court to the City Civil Court (City Civit to
sue the Company. The matter was last listed for hearing before Murumkar, J in the City Civil Court on
20.03.2013 wherein the advocates appearing on behalf of the Company has stated that unnecessary
hardship was being caused to the Company due to this misjoinder of parties and further requested the
judge to keep the matter on the dismissal board as since the last two occasions, no one had appeared for
the Plaintiff. On hearing the submissions made on part of the Company, Honble Court passed an order
to proceed ex-parte against Defendant No. 1 and Defendant No. 2 and adjourned the matter for
recording ex-parte evidence. Further, the Company has also filed in the aforesaid matter, a Notice of
Motion seeking relief that the Defendant be discharged from the list of Defendants as the Company is
not a proper or necessary party to the suit. The matter is currently pending.
D. CIVIL CASES FILED BY THE COMPANY:

i) The Company has filed 1 civil case aggregating to Rs. 0.24 Crores and the matters are currently
pending. (Cases filed at Mumbai- RNK matter.) Civil Suit pertaining to RNK has been shifted to City
Civil Court as per the directions of the Honble Bombay High Court as the amounts involved are less
than Rs.1 Crore.
E. OTHER TAXES, FEES & CESS

i) The Additional Commissioner Enforcement Directorate, Department of Revenue, Government of India
had imposed a penalty of Rs.0.081 crores against the Company for alleged violation of various Sections
under Foreign Exchange Regulation Act read with Foreign Exchange Management Act amounting to
US$ 2,37,554.
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ii) The Additional Commissioner of Income Tax and Adjudicating Officer under the Foreign Exchange
Regulation Act, Mumbai heard the matter. The Additional Commissioner by his Order dated
10.06.2005 has imposed a penalty of Rs. 0.08 Crores against the Company and Rs.0.0575 crores
against four ex-employees viz., Mr. Atul Jain, Mr. Madhav Vengurlekar, Mr. Jaswant Puthran and Mr.
Orlando DSouza. The Company has filed appeal No. 716 of 2005 before the Appellate Tribunal for
Foreign Exchange, New Delhi against the Order of the Additional Commissioner. The Company paid
the penalty and requested the Tribunal to quash and set aside the order dated 10.06.2005 passed by the
Additional Commissioner and also to stay the impugned Order. The Tribunal, by its order dated
07.04.2006 granted stay of the impugned Order. The matter was argued on 25.11.2010. By order dated
25.11 .2010 Appellate Tribunal observed that the company cannot escape its civil obligations of
paying penalty and in civil cased vicarious liability is always there. Merely because those employees
are now terminated will not absolve the appellant company from its obligations to pay the penalty.
Hence this appeal is without any merits and is dismissed.
CASES WHEREIN RNK IS A PARTY.

i) RNK filed a private complaint No. 58/SW/ 2009 before 8th Addl M.M. Court, Esplanade, Mumbai
against the Company and Mr. Bharat Singh, Managing Director of the Company alleging of having
produced forged and fabricated documents in the Arbitration proceeding pending between the parties.
The Company filed a Criminal WP No. 3284/2009 before Honble Mumbai High Court for quashing &
set aside the order issuing process against the Company & MD Mr. Bharat Singh. Writ petition was
accepted on 05.03.2010 by Honble Mumbai High court and proceedings in the said M.M. Court have
been stayed. The matter is currently pending.
ii) Ramniranjan Kedia Tourism Services Private Limited (RNK) (Customer of BGFL) did not oppose the
scheme of amalgamation of Birla Global Finance Limited with the Company filed before the Honble
High Court of Bombay. However, later it filed a Company Application No. 525 of 2006 in the Honble
High Court of Bombay seeking recall of the order sanctioning the scheme and for a declaration that the
scheme is not bonafide, is unjust and contrary to public interest. The said application was dismissed on
17.04.2007. Subsequently, RNK has filed an Appeal No.460/2007 on 30.5.2007 against the order dated
17.4.2007 before the Division bench in Honble High Court of Bombay. On 05.03.08 the said Division
Bench admitted the said Appeal. The Appeal is currently pending.
iii) BGFL (now Aditya Birla Nuvo Ltd.) had initiated arbitration proceedings against Ram Niranjan Kedia
Tourism Services Private Limited (RNK). BGFL had extended hire purchase and loan facility to RNK.
After the hire purchase and loan agreements were entered into, RNK failed to make regular payment of
the equated monthly instalments (EMI) due. The cheques given by RNK were dishonoured. In view of
the above, after following proper procedure BGFL took possession of some of the vehicles. BGFL filed
five arbitration claims before the Arbitral Tribunal of Indian Merchants Chamber (IMC). BGFL also
filed arbitration petition Nos. 271, 378, 379 and 381 of 2001 in the Honble High Court at Mumbai
seeking various reliefs under Section 9 of the Arbitration and Conciliation Act, 1996. By an ad-interim
order dated 02.05.2001, the Court appointed the Court Receiver, Honble High Court, Bombay to take
possession of the vehicles of RNK. Pursuant to the order of the Honble High Court of Bombay dated
28.08.2001 the petitions were made absolute and ad-interim order was made final. The Company has
claimed Rs. 1.743 crores from RNK with interest under the arbitration proceedings.
RNK filed counter-claims claiming Rs. 6.69 crores towards alleged wrongful possession of the vehicles
by BGFL, replacement value of the vehicles with further interest until payment and/or realization and
alleged that the Company has suppressed the true facts in its claims. RNK disputed Companys right
under the hire purchase and loan agreements to take possession of the vehicles. RNK further alleged
that even if the Company had any right, they did not follow the mandatory procedure under Section
51(5) of the Motor Vehicles Act, 1988. RNK has contended that due to the illegal repossession of the
vehicles by the Company, RNK was entitled to raise debit notes on the Company on account of loss of
business and profit. The Company has disputed RNKs claims and has returned the debit notes to RNK.
RNK has claimed that even though the nomenclature of the agreement signed between RNK and the
Company was that of a hire purchase, in reality RNK were at all material times the owners of the
vehicles. RNK has further contended that the claims of the Company is false and frivolous and should
be dismissed and has prayed for an award declaring that RNK are the owners of the vehicles and for an
order to the Company to return the vehicles. After detailed hearing and submission of pleadings by
respective parties and leading of evidence, on 23.03.2009 and correction of award on 22.05.2009 the
Sole Arbitrator pronounced the awards in favour of the Company. Thereby RNK and its Directors were
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ordered and directed to pay to the Company the principal amount, costs and other dues with interest @
12% per annum on principal amount from 05.04.2001 till payment or realization, whichever is earlier.
RNK and its directors on 18.08.09 filed five Arbitration Petitions Nos. 629 to 633 of 2009 under
Section 34 of Arbitration and Conciliation Act, 1996 before Honble Bombay High Court challenging
the said awards.
RNK (now AIDEK) had filed Chamber Summons Nos.798 to 801 of 2012 in the Arbitration Petitions
Nos.629 to 633 of 2009 to amend the present petitions to bring on record alleged facts that BGFL had
by an agreement dated 29.03.2001 transferred to Birla Global Asset Finance Co. Ltd (BGAFCL) the
entire business of retail finance, hire purchase and consumer durable finance and accordingly the
Company had no locus standi (i) to initiate /maintain the initial arbitration proceedings or (ii) receive
any award in its favour or (iii) defend the present arbitration petition..
The Company opposed the allegations and submitted its written reply that the hire purchase
agreements entered into by BGFL with the RNK/AIEDK were not assigned under the said agreement
and BGFL had written off the amounts due under the said hire purchase agreements as bad debts
which is reflected in the letter dated 16.02.2004 addressed by BGFL to the Assistant Commissioner of
Income Tax and a Certificate dated 10.09.2012 issued by the Assistant Commissioner of Income Tax.
The total of entire bad debts listed in the said letter amounts to Rs.3402.52 Lacs which tallies with the
figure of bad debts appearing in the Annual Report of the Respondent (BGFL).
Honble High Court was of the view that there was no bar in law to amendment unless the amendments
were of a frivolous nature and the merits of the matter could not be considered at hearing of the
Chamber Summons and allowed the Chamber Summons. The Company has filed its reply to the
Chamber Summons. Matter is currently pending.
iv) After receipt of original awards from the Arbitrator, the Company filed 5 (five) Section 9 Applications
under the Arbitration and Conciliation Act, 1996, before the Honble Bombay High Court with a prayer
to secure the award amounts of Rs. 2.5 Crores from RNK and its directors. By this Application the
Company also sought the permission of the court to sell the re-possessed vehicles lying in the custody
of Court Receiver of Honble Bombay High Court, and to appropriate the sale proceeds towards the
award amount. The Honble Bombay High Court has passed the Order in favour of ABFL on
18.03.2011 discharging the Court Receiver and permitted the Company to sell the vehicles bearing
Registration Nos. MH01G6625,MH01G6623 and 01G6621 and to appropriate the sale proceeds thereof
.
v) Eight cases under Section 138 Negotiable Instruments Act were filed by BGFL before the Metropolitan
Magistrates 44th Court at Andheri, Mumbai, against Mr. Kamal Kumar Kedia and Mr. Vishal Kedia,
Directors of by RNK towards bouncing of various cheques issued by RNK towards repayment of Hire
Purchase Agreement(s) and Loan Agreement(s) entered into between BGFL and RNK. In relation to
one of the said eight cases, on 20.09.2005 RNK filed an application under Section 195 of Criminal
Procedure Code, 1973 for initiating proceedings for prosecution of BGFL for contempt alleging that
BGFL, its representatives and its advocates, misled the Honble Court about availability of Mr. Vishal
Kedia and secured a non-bailable warrants against Mr. Vishal Kedia. BGFL files its reply denying the
allegations. The matter is currently pending.
vi) The Criminal Case vide 325/PW/2007 filed by Bandra Police at the instance of RNK was kept before
the 9th Addl. CMM Court at Bandra on 30.11.2009. The matter is stayed by the Honble Bombay High
Court vide order dated 12.03.2008. The matter is currently pending.
vii) Out of the vehicles repossessed by BGFL from RNK, 5 vehicles were sold to M/s. Sumaya Auto.
Subsequently M/s. Sumaya Auto got the said vehicles transferred in their own name. Later RNK made
an application before the Dy. R.T.O. (PEN), which cancelled the transfer of vehicles to M/s. Sumaya
Auto. A Writ Petition was filed by Sumaya Auto against BGFL and RNK challenging the order. Also,
RNK preferred an appeal against the said order before the Deputy Transport Commissioner, who by an
order dated 06.12.2001 negated the charge in favour of BGFL and made RNK sole owner of the 5
vehicles. This order dated 06.12.2001 was challenged by both BGFL and M/s. Sumaya Auto through
two separate Writ Petitions before the Honble High Court at Mumbai. The Honble Bombay High
Court passed a common order dated 07.06.2002 in all three writ petitions wherein a Court Receiver was
appointed and M/s. Sumaya Auto was appointed as the agent of the Court Receiver to be in possession
of the vehicles without any security and royalty. This order was appealed by RNK under three Letters
Patent Appeal before the division bench of Honble High Court at Mumbai. The said division bench
through its order dated 31.07.2003 upheld the order dated 07.06.2002. Thereafter, RNK preferred a
special leave petition before the Honble Supreme Court of India, which was summarily dismissed vide
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order dated 03.12.2003. The aforementioned three Writ Petitions are pending for final hearing before
the Honble High Court of Bombay.
viii) There is a police report which refers to BGFL, in the matter of investigation of transfer of vehicles to
Sumaya Auto, based on a Criminal Complaint filed by RNK. BGFL is not named in the FIR. Few ex-
employees of BGFL were named in the police report who have been granted bail/ anticipatory bail. On
02.04.2007 the Bandra Police filed a charge sheet against the three ex-employees of the BGFL. On
24.10.2007 RNK had filed an Application before the Bandra Court for re-investigation to take remedial
measures on certain grounds. The said application is pending before the Metropolitan Magistrates 9th
Court at Bandra.
ix) Meanwhile, those three ex-employees filed two separate Writ Petitions i.e. Writ Petition No. 458/2008
& 425/2008 in Honble Bombay High Court for quashing of the charge-sheet filed by Bandra Police
Station. These two Writ Petitions were listed before Honble Bombay High Court on 12.03.08 for
admission/stay of the criminal proceedings pending before Addl. Chief Metropolitan Magistrates 9th
Court at Bandra. After hearing the arguments the Honble High Court admitted both the Writ Petitions
and passed an order staying the criminal proceedings as prayed for. Honble High Court also directed
the Ex-Employees to implead the original complainant (RNK) as party-respondent to the Petitions. On
03.04.2008 RNK filed two Criminal Application Nos.114/2008 & 115/2008 in the above Criminal Writ
Petitions for recall of the aforesaid order dated 12.03.2008 passed by Honble High Court in the
aforesaid Criminal Writ Petitions. On 12.06.2008 when the aforementioned two Criminal Applications
of RNK came up for hearing the Honble High Court rejected the said two Criminal Applications of
RNK with an observation that the hearing of the Writ Petitions No. 458/2008 & 425/2008 is expedited.
The matter is currently pending.
x) The statutory auditor of the erstwhile BGFL and the Company received a letter from the lawyers of
RNK alleging fraud not disclosed in the BGFL auditor report for financial year 31.03.2005.
xi) Ramniranjan Kedia Tourism Services Private Limited (RNK) had filed three letters dated
10.10.2006, 13.10.2006 and 30.10.2006, inter alia to SEBI alleging that there were certain proceedings
involving RNK which were not included in the draft letter of offer filed with SEBI. ABNL filed replies
with SEBI providing its response to the allegations made by RNK.
APPEAL BEFORE THE SECURITIES APPELLATE TRIBUNAL:
i) RNK had filed an appeal before the Securities Appellate Tribunal (SAT) vide Appeal No.145 of 2006
in relation to the issue of observations by SEBI on the draft letter of offer and non disclosure of the
details of the various litigations involving RNK. The appeal was heard on 21.12.2006. The Tribunal
admitted the appeal but no stay was granted.
ii) Being aggrieved by the order of SAT refusing to grant a stay, RNK had filed writ petition No.25 of
2007 before the Honble High Court of Bombay against the Union of India and others, including
ABNL, and after hearing the Honble High Court of Bombay vide order dated 12.01.2007 dismissed
the writ petition.
iii) Vocation Investment & Finance Company Private Limited, Naresh Pachisia and Pachisia Mercantile
Company Limited (the Appellants) have filed Appeal No.18/2007 under Section 15T of the SEBI
Act, 1992 against the Company and SEBI (the Respondents) before the Securities Appellate
Tribunal, Mumbai against the observation card/order dated 20.11.2006 issued by SEBI allowing the
Company to proceed with its Rights Issue on the basis of the Letter of Offer dated 15.12.2006 (the
LOF). The Appellants have alleged that the LOF contains false and inadequate disclosures in
relation to statement of accounts for the period ended 30.09.2006, litigations and risks. There are
several litigations pending by and against the Company involving Ramniranjan Kedia Tourism
Services Private Ltd. and its directors Vishal Kedia and Kamal Kedia (RNK). The Appellants have
alleged that the LOF contains false and inadequate information and that SEBI issued its order
disregarding the complaints of RNK. The Appellants have further alleged that draft red herring
prospectus filed by Idea Cellular Limited has not disclosed litigations between the Company and RNK
as disclosed in the LOF.
The Appellants have requested the Tribunal to set aside the order passed by SEBI on 20.11.2006 and
disallow the Company from proceeding with its Rights Issue. The Appellants have further requested the
Tribunal to direct SEBI to take appropriate action against the Company in accordance with law, cost of
the instant proceedings to be awarded to the Appellants and any such orders in favour of the Appellants
for the protection of interest of investors. The Appellants have also prayed for interim relief of staying
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the impugned order of SEBI and proposed Rights Issue of the Company pending the adjudication of
this appeal. The Appeal was fixed for hearing on 24.01.2007. The matter was admitted but however no
stay was granted and it was directed that the matter to be clubbed with the Appeal filed by RNK before
SAT being No.145 of 2006. Replies in both the appeals have been filed. On 17.01.2008 SAT passed a
common order thereby rejecting both the Appeals.
Against the aforesaid order dt.17.01.2008 Vocation Investment & Finance Company Private Limited
and RNK filed Civil Appeal No. 4964 of 2008 & Civil Appeal No. 4205 of 2008 respectively in the
Honble Supreme Court seeking inter alia allowance of their appeal and setting aside the judgment
dated 17.01.2008 passed by SAT. The matter came up before the Honble Supreme Court on
25.08.2008. Honble Supreme Court has directed that notice be issued to the respondents for their
reply. The Company has filed its reply and the matter is currently pending.
SAT Appeal No. 134 filed by - Ramniranjam Kedia Tourism Services Pvt. Ltd. & Anr. Vs. SEBI &
Ors. alleging inadequate disclosure in rights issue document of Hindalco, came up for hearing on
14.11.2008, before the Honble Securities Appellate Tribunal (SAT). Tribunal observed that the
Appellants have no prima facie case for interim reliefs. Therefore the matter was kept for final Hearing
on 09.07.2009. On 09.07.2009 the SAT was pleased to dismiss the appeal.
RNK had also filed SAT Appeal No. 35/09 before SAT alleging non disclosure of certain criminal
proceedings while taking over Apollo Sindhoori Capital Investment Ltd., against the order dated-
16/12/2008 passed by SEBI allowing Enam Securities Pvt. Ltd. to proceed with the open offer by the
Company to the equity shareholders of Apollo Sindoori Capital Investment Ltd. This Appeal was
clubbed with SAT Appeal No.134 of 2008, which were dismissed.
iv) Against the aforementioned orders passed by the SAT, RNK had filed two Civil Appeals bearing Nos.
6669/2009 & 7218/2009 which are pending before Honble Supreme Court of India.
INCOME TAX PROCEEDINGS
a) Appeals filed by the Company before the Commissioner of Income Tax (Appeals)
i) Company has filed an appeal before the Commissioner of Income Tax (Appeals), LTU, Mumbai
against the order dated 26.10.2009 of the Addl. Commissioner of Income Tax, Mumbai for the
assessment year 1994-95, aggregating tax impact of approximately Rs.0.0230 Crores, on the issue of
interest withdrawn on Self assessment tax paid. The matter is currently pending before CIT(A).
ii) Company has filed an appeal before the Commissioner of Income Tax (Appeals), LTU, Mumbai
against the order dated 08.11.2011 of the Asst. Commissioner of Income Tax, Mumbai LTU for the
assessment year 1995-96, aggregating tax impact of approximately Rs.3.78 Crores, on the issue of
taxability of Sales tax exemption availed from the state Govt. and interest charged under Section
234D. The matter is currently pending before CIT(A).
iii) The Company has filed an appeal before the Commissioner of Income Tax (Appeals), Mumbai against
the order dated 03.03.2008 of the Dy. Commissioner of Income Tax, Mumbai for the assessment year
2004-05, aggregating tax impact of approximately Rs. 0.065 Crores, on the issue of rejection of
application under Section 154 for not granting TDS credit. The matter is currently pending before
CIT(A).
iv) Company has filed Three appeals before the Commissioner of Income Tax (Appeals), Mumbai against
the order dated Feb 23, 2011, Feb 25, 2011 and 04.03.2011 respectively of the Dy. Commissioner of
Income Tax, (TDS) Mumbai for the assessment year 2007-08, 2008-09 and 2009-10, aggregating tax
impact of approximately Rs.0.2295 Crores, on the issue of short payment of TDS and Interest thereon.
Order has not been passed as yet and the appeal is currently pending.
v) Company has filed an appeal before the Commissioner of Income Tax (Appeals), LTU, Mumbai
against the order dated 01.11.2011 of the Additional Commissioner of Income Tax, Mumbai LTU for
the assessment year 2009-10, aggregating tax impact of approximately Rs.13.813 Crores, on the issue
of Expenses disallowance of provision made for Leave salary, disallowance under Section 14A,
Deduction under Section 80I A, order has not been passed as yet and the appeal is currently pending.
vi) The Company has filed an appeal dated 06.01.2012 before the Commissioner of Income Tax
(Appeals), against the order of the Addl. Commissioner of Income Tax LTU, Mumbai for the
assessment year 2009-10 inter alia on the issues of Value of Fringe Benefit under Section 115WE(3)
having tax impact of Rs. 0.41 crores. No order has been passed as yet and the matter is currently
pending.
vii) Company has filed an appeal before the Commissioner of Income Tax (Appeals) LTU, Mumbai
against the order giving effect of Asst. Commissioner of Income Tax against the ITAT order for AY
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1996-97 aggregating the tax impact of Rs. 1.20 crores on the issue of taxability of Sales tax exemption
availed from the State Govt, allowability of depreciation on assets not owned and withdrawing the
interest on interest. The matter is currently pending before CIT(A).
viii) Company has filed an appeal before the Commissioner of Income Tax (Appeals) LTU, Mumbai
against the order giving effect of Asst. Commissioner of Income Tax against the ITAT order for AY
1997-98 aggregating the tax impact of Rs. 1.33 crores on the issue of taxability of Sales tax exemption
availed from the state Govt, allowability of depreciation on assets not owned and withdrawing the
interest on interest. The matter is currently pending before CIT(A)
Income Tax cases in respect of erstwhile Aditya Birla Insulators Ltd. (ABIL)
i) Pursuant to a scheme of amalgamation approved by the High Court of Gujarat at Ahmedabad, all
businesses of ABIL have been amalgamated with the Company.
The Company has filed three appeals before the Commissioner of Income Tax (Appeals), LTU
Mumbai against the orders dated 13.03.2012 of the Asst. Commissioner of Income Tax, LTU, Mumbai
for the assessment year 2005-06, 2006-07 and 2007-08 aggregating tax impact of approximately
Rs.0.0280 Crore, on the issue of levying of penalty under Section 271(1)(c) on disallowance of
preliminary expenses. The matter is currently pending before CIT(A).
Income Tax Cases in respect of Erstwhile MGCCPL
i) Company has filed an appeal before the Commissioner of Income Tax (Appeals), LTU, Mumbai
against the order dated 19.10.2012 of the Deputy Commissioner of Income Tax, Bangalore for the
assessment year 2007-08, aggregating tax impact of approximately Rs. 2.21 Crores, on the issue of
disallowance of provision for deferred tax from MAT and adjustment of refund which was not allowed
to assessee, order has not been passed as yet and the appeal is currently pending. (CCPL).
ii) Company has filed an appeal before the Commissioner of Income tax (Appeal) Circle 12(1), Bangalore
against the order dated 30th Dec 2011 of the Asst. Commissioner of Income tax, Circle 12(1),
Bangalore for the Assessment year 2009-10 aggregating the tax impact of Rs.0.14 Crore on the issue of
disallowing the claim of additional depreciation which was acquired and put to use for less than 180
days in earlier financial year
a) Appeals filed by the Company before the Income Tax Appellate Tribunal:
i) The Company has filed appeal no. ITA/5421/M/05 dated 10.08.2005 before the Income Tax Appellate
Tribunal, against the order of the Commissioner of Income Tax (Appeals), Mumbai for the assessment
year 2000-01 aggregating tax impact of approximately Rs. 4.01 Crores, inter alia upholding the order
of the assessing officer on the issues of disallowances of share buyback expenses, rural development
expenses, depreciation on goodwill, Sales tax incentive. No order has been passed as yet and the matter
ii) The Company has filed appeal no. ITA/5422/M/05 dated 10.08.2005 before the Income Tax Appellate
year 2001-02 aggregating tax impact of approximately Rs. 6.22 Crores inter alia upholding the order of
the assessing officer on the issues of disallowances rural development expenses, sales tax incentive,
depreciation on goodwill, marketing and technical knowhow expenses, Interest under Section 234D,
deduction under section 80HHC. No order has been passed as yet and the matter is currently pending.
iii) ix) The Company has filed appeals nos. ITA/659/m/09 dated 02.02.2009 before the Income Tax
Appellate Tribunal, against the order of the Commissioner of Income Tax (Appeals), Mumbai for the
assessment year 2002-03 aggregating tax impact of approximately Rs. 7.86 Crores inter alia on the
issues of rural development expenditure, Modvat credit, deduction claim under Section 36(1)(iii),
Disallowance under Section 43Bf, Deduction under Section 80HHC, Depreciation on Goodwill,
Marketing and technical Knowhow etc. No order has been passed as yet and the matter is currently
pending.
iv) The Company has filed appeals nos. ITA/660/m/09 dated 02.02.2009 before the Income Tax Appellate
year 2003-04 aggregating tax impact of approximately Rs. 12.96 Crores inter alia on the issues of rural
development expenditure, Modvat credit, deduction claim under Section 36(1)(iii), Disallowance under
Section 43Bf, Deduction under Section 80HHC, deduction under Section 80IA & 80IB etc. No order
has been passed as yet and the matter is currently pending.
v) The Company has filed appeals nos. ITA/661/m/09 dated 02.02.2009 before the Income Tax Appellate
year 2004-05 aggregating tax impact of approximately Rs.11.98 Crores inter alia on the issues of
Modvat credit, deduction claim under Section 36(1)(iii), Deduction under Section 80HHC, deduction
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under Section 80IA & 80IB etc. No order has been passed as yet and the matter is currently pending.
vi) The Company has filed appeals nos. ITA/662/m/09 dated 02.02.2009 before the Income Tax Appellate
year 2005-06 aggregating tax impact of approximately Rs. 4.94 Crores inter alia on the issues of
Modvat credit, deduction claim under Section 36(1)(iii), Deduction under Section 80HHC, deduction
under Section 80IA &80IB, Disallowance under Section 43Bf, deduction under Section 80GGb etc. No
order has been passed as yet and the matter is currently pending.
vii) The Company has filed appeals nos. ITA/8427/m/10 dated 03.12.2010 before the Income Tax
assessment year 2006-07 aggregating tax impact of approximately Rs.5.64 Crores inter alia on the
issues of Modvat credit, deduction under Section 36(1)(iii), deduction under Section 80IA,
Disallowance under Section 43Bf, Disallowance under Section 14A, Disallowance under Section
40(a)(ia)provision made etc. No order has been passed as yet and the matter is currently pending.
viii) The Company has filed appeals nos. ITA/7583/m/10 dated 03.11.2010 before the Income Tax
pending.(FBT)
ix) The Company has filed appeals nos. ITA/7584/m/10 dated 03.11.2010 before the Income Tax
pending.(FBT)
x) The Company has filed appeals nos. ITA/3703/m/11 dated 06.05.2011 before the Income Tax
assessment year 2007-08 aggregating tax impact of approximately Rs.15.69 Crores inter alia on the
40(a)(ia) provision made etc. No order has been passed as yet and the matter is currently pending.
xi) The Company has filed appeals nos. ITA/1693/m/12 dated 22.03.2012 before the Income Tax
assessment year 2006-07, inter alia on the issues of treating as an agent of M/s. New Cingular Wireless
Services Inc. under Section 163 in respect of purchase of shares in Idea cellular limited from M/s.
AT&T Cingular Services Inc Mauritius and treating as an agent of MMH Holdings LLC in respect of
purchase of shares in ICL from ATTM. No order has been passed as yet and the matter is currently
pending.
xii) The Company has filed appeals nos. ITA/3033/M/11 dated 03.05.2012 before the Income Tax
assessment year 2008-09 aggregating tax impact of approximately Rs. 11.22 Crores inter alia on the
40(a)(ia) provision made, deduction under Section 37(1), disallowance of contribution to General
Electoral Trust etc. No order has been passed as yet and the matter is currently pending.
xiii) The Company has filed appeals nos. ITA/60/Mum/2011 dated 05.01.2011 before the Income Tax
assessment year 2005-06 in the case of Aditya Birla Insulator Ltd. (formerly known as Birla NGK
Insulators) aggregating tax impact of approximately Rs. 0.01 crores. on the issue of disallowance of
claim under Section 35D, unutilized cenvat credit etc. No order has been passed as yet and the matter is
currently pending.
b) Appeals filed by the Income Tax Department before the Income Tax Appellate Tribunal:
i) The Income Tax Department has filed appeal no. ITA/796/M/10, before the Income Tax Appellate
year 1993-94 aggregating tax impact of approximately Rs. 3.37 Crores, inter alia on the issue of
deletion of penalty in respect of tax depreciation on Boiler. No order has been passed as yet and the
ii) The Income Tax Department has filed appeal no. ITA/5561/M/05 dated 26.08.2005 before the Income
Tax Appellate Tribunal, against the favourable order of the Commissioner of Income Tax (Appeals),
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Mumbai received by the Company for the assessment year 2000-01 aggregating tax impact of
approximately Rs.9.31 Crores, inter alia on the issue of allowance of certain expenses, i.e. payments
made to school, disallowance under section 14A, premium paid on redemption of debenture, marketing
and technical know-how expenses and expenses on buy back of shares. No order has been passed as yet
and the matter is currently pending.
iii) The Income Tax Department has filed appeal no. ITA/5530/M/05 dated 25.08.2005 before the Income
Tax Appellate Tribunal, against the order of the Commissioner of Income Tax (Appeals), Mumbai for
the assessment year 2001-02, inter alia on the issue of allowance of certain expenses, i.e. disallowance
under section 14A and disallowance under section 80 HHC. No order has been passed as yet and the
iv) The Income Tax Department has filed appeal no. ITA/615/M/09 dated 25.08.2005 before the Income
the assessment year 2002-03, inter alia on the issue of Modvat Credit, disallowance under section 14A
and interest under Section 234D. No order has been passed as yet and the matter is currently pending.
v) The Income Tax Department has filed appeal no. ITA/616/M/09 dated 30.01.2009 before the Income
the assessment year 2003-04, inter alia on the issue of disallowance of expenses incurred on live stock,
Modvat Credit, deduction under Section 80M and deduction under Section 80HHC. No order has been
passed as yet and the matter is currently pending.
vi) The Income Tax Department has filed appeal no. ITA/617/M/09 dated 30.01.2009 before the Income
the assessment year 2004-05, inter alia on the issue of disallowance of, Modvat Credit, deduction under
Section 40A(9) No order has been passed as yet and the matter is currently pending.
vii) The Income Tax Department has filed appeal no. ITA/618/M/095 dated 30.01.2009 before the Income
the assessment year 2005-06, inter alia on the issue of allowance of certain expenses, i.e. disallowance
under section 14A payments made to Indrayon School and Modvat credit. No order has been passed as
yet and the matter is currently pending.
viii) The Income Tax Department has filed appeal no. ITA/8483/M/2010 dated 06.12.2010 before the
Income Tax Appellate Tribunal, against the order of the Commissioner of Income Tax (Appeals),
Mumbai for the assessment year 2006-07, inter alia on the issue of Modvat credit. No order has been
ix) The Income Tax Department has filed appeal no. ITA/3634/M/2011 dated 05.05.2011 before the
Income Tax Appellate Tribunal, against the order of the Commissioner of Income Tax (Appeals),
Mumbai for the assessment year 2007-08, inter alia on the issue of Modvat credit. No order has been
c) Appeals filed by the company before the Supreme Court of India:
i) The company has filed an SLP (SLP No. 23743 of 2011) before the Supreme Court against the order of
High Court, Mumbai for the assessment year 2006-07 on the issue of treating the company as an agent
of New Cingular Wireless Services Inc. as agent of MMH Holding LLC, under section 163(1) of the
income Tax Act. The SLP has been admitted and no order has been passed as yet and the matter is
currently pending.
ii) The company has filed an SLP (SLP No. 20345 of 2012) before the Supreme Court against the order of
High Court, Mumbai for the assessment year 1977-78 on the issue of claim for set off under Section
80J(3), depreciation to be deducted while computing the deduction under Section 80 HH of the income
Tax Act. Total tax impact of Rs. 0.46 crores. The SLP has been admitted and no order has been passed
as yet and the matter is currently pending.
d) Appeals filed by the Income Tax Department before the Supreme Court of India:
i) The Income Tax Department has filed an appeal before the Supreme Court against the order of High
Court, Mumbai for the assessment year 1990-91 on allowability of certain expenses in the summary
assessment proceedings as per the clause III of first provision to section 143 (1)(a) of the Income Tax
Act. No order has been passed as yet and the matter is currently pending.
e) Appeals filed by the Company before the High Court at Mumbai:
i) The Company has filed eight cases before the High Court, Mumbai on various issues, for amounts
aggregating to Rs. 7.38 Crores. No order has been passed as yet and the matter is currently pending.
f) Appeals filed by the Income Tax Department before the High Court, Mumbai:
130
i) The Income Tax Department has filed five cases before the High Court at Mumbai on various issues,
for amounts aggregating to Rs.3.3127 Crores. No order has been passed as yet and the matter is
currently pending.
In respect of Indo Gulf Fertilizers Limited
Pursuant to a scheme of amalgamation approved by the High Court of Allahabad at Lucknow and High Court of
Gujarat at Ahmedabad, all businesses of IGF have been amalgamated with the Company w.e.f. 01.09.2005.
a) Pending with the Supreme Court (IGFL):
i. The Company has filed a SLP (SLP No. 3310 of 2013) against the order of the High Court (appeal no.
155/09 dated 27.10.2009) dated 10.10.2012 for admitting question of law on maintainability of
additional question during the final hearing under Section 260A(4) for AY 2003-04. The appeal is
currently pending to be admitted.
b) Pending with the High court (IGFL):
i) The department has filed appeal No. 72/2010 under Section 260A before High Court against the order
of Income Tax appellate Tribunal order (appeal No. ITA/608/L/07 dated on 19.04.2010) for
Assessment year 2003-2004., aggregating tax impact of Rs. 2.06 Crores on the issue of penalty towards
expenses on machinery spares and catalyst. The appeal is currently pending.
c) Appeal Before ITAT- IGFL
i) IGFL has filed appeal no. ITA 387/Luc/09 before ITAT against order dated 27.04.2009 of CIT(A) vide
which CIT (A) has dismissed appeal for grant of further interest of Rs.0.11 crores.
ii) IGFL has filed an appeal (ITA No. 67/Luc/2010) before ITAT against the order of Commissioner of
Income Tax (Appeals) in Assessment Year 2006-2007 (5 month period) confirming the order dated 26-
12-2008 of Addl. Commissioner of Income Tax range-1, Lucknow, on the issue of disallowance under
Section 14A aggregating tax impact of Rs. 0.75 Crores. No order has been passed and matter is
currently pending.
d) Appeal before CIT(A)- IGFL
i) Two appeals have been filed by IGFL before CIT(A) for AY 2003-04 on 31.05.2011 against order dt.
11.02.2011 of A.O. on the issue of interest under Section 244A having impact Rs. 0.04 crores. No order
has been passed and the matter is currently pending before CIT(A).
ii) One appeal has been filed for AY 2006-07 on 04.01.2012 against order dated 01.12.2011 of AO vide
which application under Section 154 for short allowance of interest of Rs. 0.08 crores. under Section
244A has been rejected. No order has been passed and the matter is currently pending before CIT (A).
Income-tax cases in respect of Erstwhile Indo Gulf Corporation Limited (Merged with Hindalco
Industries Limited w.e.f. 01.04.2002)
e) Pending with High Court(IGCL)
i) The department has filed reference appeal no. 09/1995 & 10/1995 for AY 1989-90 before High Court
on whether investment allowance is allowable on Forex fluctuation loss of Rs. 26.79 Crores, whether
Investment Allowance is allowable on railway siding, computer, Fire & Safety Equipment etc. of Rs.
10.28 crores and whether Market Seeding operation loss of Rs.2.35 Crores can be capitalised for Dep.,
Investment allowance and some other misc. issues. Tax impact Rs. 4.45 crores.
ii) The department has filed an appeal (Appeal no. 73/05) against order of ITAT quashing demand of
withholding tax of Rs. 9.88 crores in respect of GDR issue under Section 195/201. ITAT allowed the
appeal on time limitation. The matter is currently pending before High Court of Lucknow.
iii) Department has filed appeal (Appeal No. 67/07) before High Court of Lucknow against ITAT order
dismissing Deptt's Appeal No. ITA No.176/L/06 against order of CIT(A) deleting penalty of Rs. 7.35
crores. levied under Section 271(1)(c) against claim of exps. Of Rs. 24.51 crores. on replacement of
catalyst and catalyst tubes as revenue expenditure. The matter is currently pending before High Court
of Lucknow.
iv) Department has filed appeal (Appeal No. 74/10) for AY 1998-99 before High Court of Lucknow
against order dated 21.04.2010 of ITAT vide which DRR of Rs.3.75 crores. allowed to be reduced from
the computation of liability under MAT. Tax impact Rs. 0.40 crores. The matter is currently pending
before High Court of Lucknow.
v) Department has filed 2 appeals (Appeal No. 12/2011, 13/2011) for AY 1999-00 before High Court of
Lucknow on whether DRR of Rs. 51.25 crores allowed to be reduced from the computation of liability
131
under MAT & against order of ITAT vide which penalty under Section 271(1)(c) deleted. Tax impact
Rs. 11.44 crores. The matter is currently pending before High Court of Lucknow.
vi) Department has filed 2 appeals (Appeal No. 6/2011, 14/2011) for AY 2000-01 before High Court of
Lucknow against order of ITAT vide which deduction of Rs. 51.25 crores allowed under MAT &
against order of ITAT vide which penalty under Section 271(1)(c) deleted.. Tax impact Rs. 11.98
crores. The matter is currently pending before High Court of Lucknow.
A. Appeal Before ITAT-IGCL
i) IGCL file Appeal no. ITA 262/A/99 before ITAT against order of CIT(A) against order under Section
143(3) as to whether investment allowance is allowable on gross income before setting off unabsorbed
depreciation and whether deduction under Section 80HH is to be allowed on other income also and
other issues. Tax Impact Rs.0.36 crores.
ii) Deptt. Appeal No. 52/2003 was restored back by High Court of Lucknow to ITAT for fresh hearing.
Issue involved is allowability of investment allowance of Rs. 0.60 crores on fire & safety equipment,
hospital equipment, railway siding, communication equipment etc. and further Rs. 0.03 crores under
Section 35D on increase in authorized share capital. Tax impact is Rs. 0.06 crores.
B. Appeal Before CIT(A)-IGCL
i) Company has filed one appeal for AY 1998-99 on 08.03.2011 against non-allowance of DRR of Rs.
3.75 crores. by A.O. vide order dt. 25.01.2011 while giving effect to ITATs order. Tax impact Rs.
0.40 crores.
ii) Company has filed one appeal on 31.05.2011 for AY 1995-96 against rejection of application under
Section 154 vide order dt. 06.04.2011 for allowance of Interest under Section 244A short granted
earlier. Tax impact Rs. 0.12 crores.
iii) Company has filed one appeal on 31.05.2011 for AY 1997-98 against rejection of application under
Section 154 vide order dt. 11.02.2011 for allowance of Interest under Section 244A short granted
earlier. Tax impact Rs. 0.17 crores.
iv) Company has filed four appeals for AY 1999-00 for short allowance of interest under Section 244A
and against rejection of application under Section 154 for allowance of interest short granted
aggregating to Rs. 2.17 crores.
v) Company has filed five appeals for AY 2000-01 for short allowance of interest under Section 244A
and against rejection of application under Section 154 for grant of interest short allowed aggregating to
Rs. 1.03 crores.
vi) ITAT vide its order dated 21.04.2010 for AY 1998-99 has restored back the matter to CIT(A)
regarding allowability of expenditure of Rs. 0.32 crores on contribution to general electoral trust.
vii) ITAT vide its order dated 30.05.2008 for AY 2002-03 has restored back to CIT(A) the issues on
allowability of expenditure of Rs.0.02 crores on subscription & membership fees and Rs.0.01 crores on
expenditure incurred at clubs and on admission of additional ground raised in respect of claim of
depreciation on assets of Rs. 38.21 crores. kept ready but not put to use.
viii) The Honble High Court of Lucknow for AY 1989-90 restored back the appeal to CIT(A) in respect of
allowability of investment allowance of Rs. 4.04 crores on forex fluctuation loss. The matter is
currently pending before CIT(A).
In respect of Birla Global Finance Limited
Income-tax cases in respect of erstwhile Birla Global Finance Limited (merged with Aditya Birla Nuvo Ltd.
w.e.f. 01.09.2005).
A. Pending with High Court
i) Department has filed 2 appeals in High Court pertaining to AY 1997-98 & 1999-00 on interest tax
matter. The tax impact is Rs. 0.24 crores. The matters are currently pending before Honble High
Court.
ii) Department has filed 3 appeals in High Court on various matters pertaining to AY 1992-93, 1997-98 &
1998-99. The tax impact is Rs. 0.48 lacs. The matters are currently pending in Honble High Court.
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Birla SunLife AMC
Except as described below, as on December 31, 2012, there are no outstanding or pending litigations, suits,
criminal or civil prosecutions, proceeding or tax liabilities against our Company, our Directors, our Promoters
or our Promoter Group Companies that would have a material adverse effect on our business and there are no
defaults, non payment or overdue of statutory dues, institutional/ bank dues or dues payable to holders of
debentures, bonds and fixed deposits (irrespective of whether they are specified under Part I of Schedule XIII
of the Act), that would have a material adverse effect on our business:
i) Sun Life Financial Inc.(SLF Inc.) and its subsidiaries are regularly involved in legal actions, both as a
defendant and as a plaintiff. Management does not believe that the conclusion of any current legal
matters, either individually or in the aggregate, will have a material adverse effect on SLF Inc.s
financial condition or results of operations.
ii) A suit has been filed by a Bank before the Honble High Court of Mumbai, against an investor holding
units of mutual fund in the schemes of BSLMF on which lien has been marked in favour of the said
bank. BSLAMC has also been made one of the parties in the said suit. The said bank has inter alia
sought an injunction restraining the investor from encumbering, redeeming or in any manner disposing
off the said units and also restraining BSLAMC from releasing the lien marked on the said units.
iii) An Investor, claimed monetary losses of Rs.1.06 lac from BSLAMC in a case filed before the Honble
Civil Court, for an alleged delay in processing redemption request. There are cases pending before the
Civil Court, Kolkata and High Court, Delhi, seeking injunction regarding transmission of units of
Mutual Fund.
iv) BSLAMC had taken premises on Lease for its branch office. The Lease period was 3 years, which was
thereafter renewed by 3 years and then renewed by over one year. BSLAMC paid off all the rent/dues
to the Landlord for the said period. However the Landlord claimed damages of Rs. 2.28 lacs from
BSLAMC in the Honble District Court, Jaipur, for not having received the peaceful & vacant
possession of the Leased Premises from BSLAMC.
v) There are cases pending before various Consumer Redressal Forums filed against BSLAMC. The value
of the amount disputed / claimed aggregates to (approx) Rs.8.39 lacs.
Birla Sun Life Insurance Co. Ltd (BSLI)
Except as described below, as on December 31, 2012, there are no outstanding or pending litigations, suits,
criminal or civil prosecutions, proceeding or tax liabilities against our Company, our Directors, our Promoters
or our Promoter Group Companies that would have a material adverse effect on our business and there are no
defaults, non payment or overdue of statutory dues, institutional/ bank dues or dues payable to holders of
debentures, bonds and fixed deposits (irrespective of whether they are specified under Part I of Schedule XIII
of the Act), that would have a material adverse effect on our business:
Legal Department of BSLI is handling Policyholder related complaints and Non-Policyholder related
complaints:
A. POLICYHOLDER RELATED COMPLAINT
Policyholder related complaints, which are further divided into three major categories which are classifieds as:
CLAIMS
POLICYHOLDER
INSURANCE ADVISORS RELATED
The complaints pertaining to the said categories are pending before various Forms, please find below the
number of litigations pending before various forums and Courts:
As on 31st December 2012, total cases filed by the Company are 100 (appeals preferred by the Company) & the
cases against the Company are 958 totalling to 1058 cases.
B. Cases pending before District Consumer Forum:
There are total 297 claim related cases pending in various District Consumer Forums, the total outstanding
liability / amount claimed is Rs.8.8 cr (Rs. 88099016.89)
There are 253 policyholder related cases pending in various District Consumer Forums & the outstanding
133
liability / amount claimed is Rs. 3.97 Cr (Rs. 39792213.45)

There are 46 Insurance Advisor related cases pending in various District Consumer Forums & the outstanding
liability / amount claimed is Rs. 1.2 cr (Rs. 12653721.79)
C. Cases pending before Insurance Ombudsman:
There are total 32 claim related cases pending before the Insurance Ombudsman, the total outstanding liability /
amount claimed is Rs.88.13 lakhs (Rs. 8813337)
There are 192 policyholder related cases pending before the Insurance Ombudsman & the outstanding liability /
amount claimed is Rs. 1.77 Cr (Rs. 17723439)
There are 38 Insurance Advisor related cases pending before the Insurance Ombudsman & the outstanding
liability/ / amount claimed is Rs. 23.70 lakhs (Rs. 2370710)
D. Cases pending before Civil Court:
There are total 33 claim related cases pending before the Civil court, the total outstanding liability / amount
claimed is Rs.1.81 Cr (Rs. 18162503)
There are total 7 policyholder related cases pending before the Civil court & the outstanding liability / amount
claimed is Rs. 1.77 Cr (Rs. 17723439)
There are 3 Insurance Advisor related cases pending before the Civil court & the outstanding liability / amount
claimed is amounting to Rs. 429781.
E. Cases pending before Consumer Conciliation Committee:
Total claim related cases pending before the Consumer Conciliation Committee are nil.
Policyholder related cases pending before the Consumer Conciliation Committee are nil.
There are 3 Insurance Advisor related cases pending before the Consumer Conciliation Committee & the
outstanding liability is amounting to Rs. 91184.
F. Cases pending before High Court:
Against BSLI:
Total claim related cases pending before High Court are 1 & liability amounting to/ amount claimed is Rs.
607096
Policyholder related & Insurance Advisor related cases pending before High Court are nil.
By BSLI:
Total claim related cases pending before High Court are 6 & the liability amounting to Rs. 37.5 Lakhs (Rs.
3750834)
Policyholder related & Insurance Advisor related cases pending before High Court are nil.
G. Cases pending before State Commission:
Against BSLI:
There are 24 total claim related cases pending before the State Commission & the liability amounting to Rs.
1.30 Cr (Rs. 13061657)
There are total 13 policyholder related cases pending before the State Commission & the liability amounting to
Rs.1.86 Cr (Rs. 18610737)
There are total 2 insurance advisor related cases pending before the State Commission &the liability
amounting to Rs. 71 Lakhs (Rs. 7174900)
By BSLI:
There are total 75 claim related cases pending before the State Commission & the liability amounting to Rs.
2.78 Cr (Rs. 27876898)
There are total 8 policyholder related cases pending before the State Commission & liability amounting to
Rs.42.96 Lakhs (Rs. 4296298)
Total insurance advisor related cases pending before the State Commission are 3 & liability amounting to Rs.
13.55 Lakhs (Rs. 1355000)
H. Cases pending before National Commission:
Against BSLI:
Total claim related cases pending before National Commission are 2 & liability amounting to Rs. 10 Lakhs
134
Total policyholder related cases pending before National Commission are 1 & liability amounting to Rs. 1 lakh
Total insurance advisor related cases pending before National Commission are nil.
By BSLI:
There are total claim related cases pending before National Commission are 6 & liability amounting to Rs.
21.84 lakhs (Rs. 2184180)
The total policyholder related cases pending before National Commission are nil.
Total insurance advisor related cases pending before National Commission are 2 & liability amounting to Rs.
6.4 lakhs (Rs. 641012)
I. Cases pending before other Forums:
1 policyholder related case pending before the DRT (Debt Recovery Tribunal) & the amount involved is Rs.
14,600/-.
There are 4 Claim related cases pending in Lokadalat & the amount involved is Rs. 3495735/-
There are 6 Policy Holder related cases pending in Lokadalat & the amount involved is Rs. 328440/-
J. NON-POLICYHOLDER LITIGATIONS
There are total 29 non-policyholder related litigations.

Total Arbitration matter pending is 1 & the amount involved is nil (dispute relates to the sercurty deposit lying
with the landlord).
Total Civil cases pending are 9 & the amount involved is Rs. 19680351
Total criminal cases pending against BSLI are 4 & the amount involved is Rs. 321464
Total criminal cases by BSLI which are pending is 1 & the amount involved is nil.
Total labour cases pending are 9 & the amount involved is Rs. 6 lakhs plus reinstatement with backwages.
Total motor accident claims tribunal cases pending are 2 & the amount involved is Rs. 1750000
The Minacs Group (USA) Inc.
Cases filed against the Company

Labour cases:
10 cases have been filed by previous employees and government authorities before various forums against the
Company. The cases have been filed on various grounds which includes i) wrongful dismissal (ii) wrongful
demotion (iii) discrimination (iv) The Family and Medical Leave Act (FLMA) discrimination. These cases are
pending at various stages of adjudication. Total amount claimed is about USD 100,000.
Cases filed by the Company: NIL
Cases pertaining to Aditya Birla Money Limited (ABML)
1. Mr. Abhay Raj Singh, a franchisee, had filed a civil case bearing Case No. 177/2011 on 02/12/2011 against
the Company claiming a sum of Rs. 58824/- towards refund of deposit paid by him. The case is currently
pending on the file of Civil Judge (Junior Division) Lucknow.
2. Mr. C. U Santosh, a landlord of Palarivattam branch premises of ABML has filed a civil case bearing
R.C.P. No. 96 /2012 on 21/09/2012 against ABML claiming fixation of fair rent at Rs. 15000. Current
Status: The case is pending on the file of Sub Court, Ernakulam.
3. Mr. Dharampal Singh Yadav, a client, had filed a cheque bounce case bearing Case No. 2755 of 2010 on
28/01/2012, against an ex-Branch Manager of the Company claiming a sum of Rs. 99000. The Company is
also added as a party. The case is pending on the file of the Magistrate Court, Gwalior.
4. Mr. Dharmendra Kumar Singh, a client, had filed a civil case under Section 34 of the Arbitration and
Conciliation Act, 1996 bearing Arbitration Appln. No. 100/2010 on 24/01/2011, against the Company
claiming a sum of Rs. 351485/- The case is pending on the file of the District Judge, Varanasi.
5. Ms. Leela Devi Goyal & another (third parties) have filed a civil case bearing O.S.No.782/2010 on
10/01/2011. We are merely added as a garnishee. No monetary impact on us. The case is pending on the
file of the I Senior Civil Judge, Hyderabad.
6. Mr. P.B. Subramaniam, the Ex-Executive Director of the Company had filed a civil case bearing O.S.No.
1086/2012 on 19/03/2012 seeking Injunction restraining Company from registering the SKODA CAR
bearing Regn. No. TN01-Z 7575. The case is pending on the file of I ADHOC Court.
135
7. Ms. Rajeswari, a client had filed a civil case bearing O.S. No: 483 of 2005 on 19/07/2004, against the
Company claiming a sum of Rs. 938891. The client had filed the case for recovery of market value of the
shares as mentioned in the suit schedule along with interest. The case is pending on the file of Vth
Additional Senior Civil Judge, Vijaywada.
8. Ms. Richa Porwal had filed a civil case bearing Case No. 4 Of 2012 on 09/02/2012 against the Company
claiming a sum of Rs. 50000. The complainant is claiming notional loss towards delayed capture of
payment from HDFC Bank. ABML added as a party. The case is pending on the file of the District Forum,
Ujjain,
9. Ms. Sarah Cherian, a client, had filed a civil case bearing CMA. No. 55/2011 on 07/10/2011 against the
Company claiming a sum of Rs. 107864. The application is filed by the client against order passed on 30-
06-2011 by the Sub Judge, Ernakulam in I A No.314/2011 in O S No.508/2010. The case is pending on the
file of District Court, Ernakulam,
10. Ms. Sarah Cherian, a client, had filed a civil case bearing CMA. No. 82/2011 on 07/10/2011 against the
Company claiming a sum of Rs. 107864/-. The application is filed by the client against order passed on 30-
06-2011 by the Sub Judge, Ernakulam in I A No.315/2011 in O S No.508/2010. The case is pending on the
file of District Court, Ernakulam.
11. Mr. Sarju Prasad Mandal, a third party, had filed a civil case bearing Case No. 6A/2012 on 25/07/2012,
against the Company claiming a sum of Rs. 7500/- and is also praying direction to issue the account
calculation / called for Original records / to produce order book, sell purchase and confirmation note of
shares with final calculation / compensation as court deems fit. The case is pending on the file of V Civil
Judge, Class-2, Durg.
12. Mr. Shafik Ahamed, a client, had filed a civil case bearing Case No. 33 of 2012 on 21/03/2012, against the
Company claiming a sum of Rs. 50000. The complainant is claiming his deceased Son's shares available in
the son's DP Account. The case is pending on the file of District Consumer Reddressal Forum I, Bareilly.
13. Mr. Subramaniam M S & another had filed a civil case bearing CRP No: 2253 / 2010 on 13/07/2010,
against the Company claiming a sum of Rs. 218135. Revision Petition filed by clients of the Company
against allowance of Memo of name change filed by the Company in the appeal filed by clients.
14. Ms. Varalakshmi G & others had filed a civil case bearing LGC No: 8/2007 on 09/01/2007, against the
Company, claiming an Area of 8577 square yards or 1.77 acres out of 10 acres of land under possession of
the Company. The applicants claim that they are rightful owners of land for which the Company holds POA
and Sale Agreement. The case is pending on the file of Special Court - Land Grabbing Act, Hyderabad.
15. Mr. Sunil Mohan Gupta, a client, had filed a civil case bearing Case No.ARBT N/264/11/2011 on
23/08/2011 against Company claiming a sum of Rs. 932057. The appeal has been filed by client to set aside
the award of counter claim of Rs. 2.5 lakhs and to restore the rejection of his claim of 6.5 Lakhs amount
with interest. The case is pending on the file of is pending on the file of Additional District Judge, Patiala
House Courts, New Delhi.
16. The Company has filed Civil Appeal No. 3441/2007 on 07/05/2007 against SEBI seeking to quash the
notice issued by SEBI claiming a sum of Rs. 27656667 as turnover fees. The same is pending on the file of
Supreme Court.
17. Mr. Vivek Gope Sainani, a client, had filed a civil case bearing Spl.CS NO.509/09 on 01/09/2009, against
Company claiming a sum of Rs. 3756864. Money Suit filed by client alleging that unauthorized trades were
carried out in his account. The case is pending on the file of Senior Civil Judge, Vadodara, Gujarat.
18. Mr. Mohan Singh, a client, had filed a civil (Arbitration Appeal) case bearing Case No.ARBT
N/263/11/2011 on 16/07/2011against the Company claiming a sum of Rs. 29752. This is an appeal against
Arbitration award dated 31.05.2011. The case is pending on the file of District and Sessions Judge, Patiala.
19. Mr. Kotapati Venkataratnam, a client, had filed a civil (Arbitration) case bearing Arb.O.P.No.1147/09 on
10/10/2009 against the Company claiming a sum of Rs. 800000. This an Appeal filed by client U/s.34 to set
aside Arbitral Award passed by Arbitrator (NSE) rejecting the Arbitration case filed by client against the
Company. The case is pending on the file of Prl. District Judge, LB Nagar, RR District, Hyderabad.
20. The Company has filed a civil (Arbitration) case bearing O.P. No.299 / 2009 on 01/06/2009 against a client
Mr. Uma Chipli, seeking to set aside the arbitral award for a sum of Rs. 436410/- passed against the
Company. The case is pending before High Court of Madras.
21. The Company has filed a civil (Arbitration) case bearing O.P. No. 133/ 2010 on 01/06/2009 against a client
Mr. C H Gopal Reddy, seeking to set aside the arbitral award for a sum of Rs. 219155/- passed against the
Company. The case is pending before High Court of Madras.
22. Mr. M. Prabhu, a client, had filed a civil (Arbitration) case bearing O.P.No. 354/2011 on 20/06/2011,
against the Company under Sec. 34 of Arbitration & Conciliation Act to set aside the award dated
05.04.2010. The case is pending at High Court, Chennai.
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23. Mr. Rajendra Bipin Chandra Dalal, a client, had filed a civil (Arbitration) case bearing CMA. No: 992 /
2010 on 26/11/2010, against the Company under Sec. 34 of Arbitration & Conciliation Act to set aside the
award given in favour of the Company and also to award a sum of Rs. 1900000/-. The case is pending at
City Civil Court Ahmedabad.
24. The Company has filed a civil (Arbitration) case bearing Misc.Case No.739 / 2009 on 29/08/2008 against a
client Mr. Pradip Ghosh, seeking to set aside the arbitral award for a sum of Rs. 650000/- passed against the
Company. The case is pending before the District Court, Alipore.
25. Mr. Ritu Agarwal, a client, had filed a civil (Arbitration) case bearing R.S.No.48/2009 on 01/01/2009
against the Company claiming a sum of Rs. 909250. The client had filed the case due to non receipt of
funds in her account. The same is pending on the file of District Judge, Lucknow.
26. Mr. Sridharan, a client, had filed a civil (Arbitration) case bearing O.S.A. No: 47/2010 on 23/02/2010,
against the Company. The client is seeking through this appeal to set aside an Arbitration Award passed
against him for recovery of amounts. The same is pending on the file of High Court.
27. Mr. Ashit Agarwal, a client, had filed a civil (Arbitration) case bearing R.S.No.58/2009 on 01/01/2009
28. Mr. Kumaraswamy C had filed a civil (Arbitration) case bearing O.S.A. No.154/2010 on 17/11/2005 is
pending on the file of High Court, Madras, against Company claiming a sum of Rs. 3097884. Application
filed by client to set Aside the order passed by Madras High Court in our favour in O.P.No.844/2005 filed
by Company against Award passed by Arbitrators.
29. Mr. Mithlesh Agarwal, a client, had filed a civil (Arbitration) case bearing R.S.No.47/2009 on 01/01/2009
30. Mr. Padmanabha Kamat, a client, had filed a civil (Arbitration) case bearing MFA No: 3315/2009 on
26/08/2010, against the Company claiming a sum of Rs. 1011992. Client has filed this appeal against the
order of District Court dismissing his appeal against the award passed in favour of the Company in 2001.
The case is pending on the file of High Court, Bangalore.
31. Mr. A V Patel, a client, had filed a Consumer case bearing C.C.No. 397/2011 on 30/06/2011 against the
Company claiming a sum of Rs. 996408. The same is pending on the file of Consumer Dispute Redressal
Forum, Vadodara.
32. Mr. Abhay Raj Singh, a client, had filed a Consumer case bearing Case No. L/1/12/1168 on 05/11/2012.
The same is pending on the file of District Consumer's Dispute Redressal Forum (Central) M Floor,
Maharana Pratap I.S.B.T. Kashmere Gate, Delhi.
33. Mr. Iqbal Meethal Aboobucker, a client, had filed a Consumer case bearing CC. No. 61 /2011 on
28/03/2011 against Company claiming a sum of Rs. 766542.46. The complainant alleged non receipt of
share certificates and unauthorised trades. The same is pending on the file of Consumer Dispute Redressal
Forum, Kasaragod.
34. Mr. Jyothy Abraham, a client, had filed a Consumer case bearing Compt.No172/08 on 11/08/2008 against
Company claiming a sum of Rs. 200000. The Complainant disputes certain transactions and claims
compensation against alleged losses. The same is pending on the file of Consumer Forum, Kottyam.
35. Mr. Jyothy Abraham, a client, had filed a Consumer case bearing Compt.No.199/08 on 16/12/2008 against
Company claiming a sum of Rs. 940207. The applicant claims damages for alleged loss due to sale of
shares. The same is pending on the file of Consumer Forum, Kottayam.
36. Mr. Kailash Chandiwala, a client, had filed a Consumer case bearing CC.No. 31 /2012 on 04/05/2012
against Company claiming a sum of Rs. 510000. The same is pending on the file of District Consumer
Forum, New Delhi.
37. Mr. Leelaben A Patel, a client, had filed a Consumer case bearing C.C.No. 370/2011 on 30/06/2011 against
Forum, Vadodara.
38. Mr. Mahipat A. Patel, a client, had filed a Consumer case bearing C.C.No. 367/2011 on 30/06/2011 against
Forum, Vadodara.
39. Mr. Mohammed Akbar Sayed, a client, had filed a Consumer case bearing CC 260/2010 on 30/06/2010
against Company claiming a sum of Rs. 342100. Consumer case filed by client claiming entire investment
amount. The same is pending on the file of District Consumer Forum, Eluru.
40. Mr. Mohammed Saleem, a client, had filed a Consumer case bearing Compt.No.391/06 on 17/07/2006
against Company claiming a sum of Rs. 602835. The client disputes certain transactions and claims
compensation against alleged losses. The same is pending on the file of Consumer Forum, Lucknow.
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41. Mr. Nupur A Patel, a client, had filed a Consumer case bearing C.C.No. 366/2011 on 30/06/2011 against
Forum, Vadodara.
42. Mr. Ravindra Kumar Sharma, a client, had filed a Consumer case bearing C.C.No. 409/2011 on 14/06/2011
against Company claiming a sum of Rs. 127198. The client has occurred an opportunity loss of Rs.50000/-,
due to non availability of loan from the banks. The same is pending on the file of District Consumer Forum
at Indore.
43. Mr. Rohit A Patel, a client, had filed a Consumer case bearing C.C.No. 368/2011 on 30/06/2011against
Forum, Vadodara.
44. Mr. Shashi Kumar Jain, a client, had filed a Consumer case bearing Comp.No.219/2007 on 12/01/2007
against Company claiming a sum of Rs. 50000. Consumer Appeal filed by client against dismissal of
consumer case filed by him before Consumer court, Nasik. The same is pending on the file of Cosumer
State Commission, Bombay.
45. Notice has been received from the State Government of Karnataka seeking a sum of Rs. 90,60,000/-
towards stamp duty (on retrospective basis) on 01/08/2009. Reply has been given seeking rationalization of
stamp duty. Stamp duty was rationalized. No further demand was received.
46. Mr. Shiv Kumar Kanodia, a client, had filed a Consumer case bearing Compt.No.59/09 on 27/01/2009
against Company claiming a sum of Rs. 355000. Consumer case filed by client disputing squaring up of
open position and claiming refund of money invested. The same is pending on the file of Consumer Forum,
Delhi.
47. Mr. Shree Ravi Dutta Shukla, a client, had filed a Consumer case bearing CC.NO.278/09 on 08/04/2009
against Company claiming a sum of Rs. 40000. Consumer case filed by client claiming compensation for
negligence in service. The same is pending on the file of District Consumer Forum, Kanpur.
48. Mr. Tejal A Patel, a client, had filed a Consumer case bearing C.C.No. 369/2011 on 30/06/2011 against
Forum, Vadodara.
49. Mr. V.K. Pasupathi, a client, had filed a Consumer case bearing CC. No. 47 /2011 on 30/03/2011 against
the Company on the file of District Consumer Reddressal forum (South), Chennai. The complainant
claiming Rs. 27500 towards DLF issue, Rs. 50000 towards compensation for mental agony and Rs. 10000
towards cost of the complaint.
50. Mr. Ambalal V Patel, a client, had filed a Consumer case bearing C.C.No. 365/2011 on 30/06/2011 against
Forum, Vadodara.
51. Ms. Mayarani, a client, had filed a Criminal case bearing CC.NO.068/09 on 30/05/2009 against Company
claiming a sum of Rs. 273000. Petition under Section 138 of Negotiable Instruments Act. The same is
pending on the file of Judicial Magistrate Court,Gwalior,
52. Mr. Pallav Pal, a client, had filed a Criminal case bearing CR.No.125/08 on 04/04/2009 against Company
claiming a sum of Rs. 92360. Criminal Complaint u/s.406,420,506,466/34 I.P.C. filed by client alleging
criminal breach of trust and cheating. Claims towards unauthorized trade. The same is pending on the file
of A.C.J.M, Jhargram.
53. Mr. Nageswara Rao, a client, had filed a Criminal case bearing Clr. OP 15813/2010 on 14/07/2010 against
Company praying to dispense with personal appearance and stay proceedings of criminal case on cheque
dishonour filed by the Company against the said client. The same is pending on the file of High Court of
Madras.
54. Mr. Nagerwara Rao, a client, had filed a Civil case bearing no: AOP No: 91/2007 on 24/04/2007 against the
Company claiming a sum of Rs. 3000000/- and also seeking to set aside the award issued in favour of the
Company. The same is pending on the file of the II Additional District Judge, Guntur.
55. Ms. Meera Sinha, a client, had filed a civil case bearing Compt.No. 393 / 2012 on 25/12/2012 against
Company claiming a sum of Rs.96266. Consumer case filed by client disputing unauthorized transactions
and is seeking refund of money invested. The same is pending on the file of District Consumer Redressal
Forum, Patna.
56. Ms. Ashima Das, a client, had filed a complaint case against Mr. Kumaramangalam Birla and others
bearing criminal case no: A C 1804 / 2012 on 17/07/2012. The client is alleging that she was caused a loss
of Rs. 5,12,000/- in addition to an earlier loss of Rs. 19,00,000/- The case is pending on the file of the
Additional Chief Judicial Magistrate, Alipore.
57. The Company has filed a criminal revision petition under C R R Nos: 3439, 3440, 3441/ 2012, seeking set
aside the order passed by the Additional Chief Judicial Magistrate, Alipore in complaint case no: A C 1804
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/ 2012 on 28 September 2012 and also sought for stay of all further proceedings in compliant case no: A C
1804/2012. Stay has been granted and the case is pending on the file of the High Court of Calcutta.
58. The Company has filed a writ petition under W.P. No: 26611/2011on 18/11/2011 seeking quash of
impugned order dated 26/09/2011 passed by the Regional Provident Fund Commissioner, Chennai seeking
a sum of Rs. 1,40,36,578/- be paid towards provident fund liability. A stay was granted in our favour and
the case is pending on the file of the High Court of Chennai.
59. Income Tax department has preferred appeal against the Company vide T.C. No: 1411 / 2007 seeking to set
aside the order of the ITAT in allowing the depreciation claimed by the Company on leased assets in the
Assessment Year 1996-1997. The amount involved is Rs. 74,12,002/-. The case is pending on the file of
High Court of Madras.
60. Income Tax department has preferred appeals against the Company vide T.C. Nos: 364/ 2008 and 365/2008
seeking to set aside the order of the ITAT in allowing the depreciation claimed by the Company on leased
assets in the Assessment Years 1997-1998 and 1998-1999. The amount involved is Rs. 28,70,847/-. Both
the cases are pending on the file of High Court of Madras.
61. Income Tax department has preferred appeal against the Company vide T. C No: 366/2008 seeking to set
aside the order of the ITAT in allowing interest tax claim of the Company on leased assets in the
Assessment Year 1998-1999. The amount involved is Rs. 16,32,925/-. The case is pending on the file of the
High Court of Madras.
62. The Company has filed appeal under ITA No: 351 / 2007 against the Assessment Order of the Joint
Commissioner of Income Tax disallowing depreciation claimed on VSATs in the Assessment Year 2002
2003. The amount involved is Rs. 275682/- The appeal is pending on the file of the CIT (Appeal).
Commissioner of Income Tax disallowing depreciation claimed on VSATs in the Assessment Year 2003
2004. The amount involved is Rs. 2297320/- The appeal is pending on the file of the CIT (Appeal).
Commissioner of Income Tax involving disallowance under Section 14 A, Lease Rent and ROC in the
Assessment Year 2004 2005. The amount involved is Rs. 402675/- The appeal is pending on the file of
the CIT (Appeal).
Commissioner of Income Tax involving disallowance under Section 14 A, Lease Rent and ROC in the
the CIT (Appeal).
Commissioner of Income Tax involving disallowance under Section 14 A and depreciation on VSAT in the
the CIT (Appeal).
Commissioner of Income Tax involving disallowance of depreciation on VSAT in the Assessment Year
2007 2008. The amount involved is Rs. 12652727/- The appeal is pending on the file of the CIT (Appeal).
68. The Company is in receipt of SCN from the IT Department bearing no: 100/2009 pertaining to the
Assessment Year 2008 2009 on disallowance of depreciation claimed by the Company and also under
Section 14 A. The amount involved is Rs. 280783/-. Refund amount has been received.
69. The Company is in receipt of SCN from the Service Tax department bearing no: 100/2009 pertaining to the
period 01/04/2004 to 30/06/2008 claiming service tax on VSAT rentals received from franchisees of the
Company. The amount involved is Rs. 7283390/-. Arguments are completed and orders have been reserved.
70. The Company is in receipt of SCN from the Service Tax department bearing no: 7 /2010 pertaining to the
period 01/04/2004 to 30/09/2009 claiming service tax on IPO brokerage received by the Company. The
amount involved is Rs. 376714/-. Arguments are completed and orders have been reserved.
period 01/10/2009 to 31/03/2010 and 01/04/2010 to 30/09/2011 claiming service tax on IPO brokerage
received by the Company. The amounts involved are Rs. 21821/- and 26996/-. Arguments are completed
and orders have been reserved.
period 31/03/2009 to 30/11/2011 claiming service tax on NSDL and CDSL charges received by the
period 01/04/2006 to 16/05/2008 claiming service tax on Exchange Transaction charges received by the
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OUTSTANDING LITIGATION - IDEA CELLULAR LIMITED
MAJOR CIVIL CASES:

There are no civil cases with financial implication of more than rupees 25 Crore, either filed by or against the
Company.
MAJOR CRIMINAL CASES:
There are two Major Criminal cases filed against the Company in Andhra Pradesh particulars of which are as
follows:
i) One Customer Mr. Vaddi Srinivasa Rao had filed a private complaint against IDEA {(i) IDEA CELLULAR
LTD., represented by its Chairman, Mr. Kumar Mangalam Birla, (ii) The Chief Operating Officer, A.P.
Circle, Idea Cellular Limited, Hyderabad, (iii) The Officer incharge, Idea Cellular Limited, Vijayawada}
before the IV Addl. Chief Metropolitan Magistrate at Vijayawada vide Crime No. 393/2011, alleging that
certain VAS ( Value Added Service) products were unilaterally activated and accordingly deducted the
amounts without his consent. Post receipt of the complaint, the Honorable Magistrate had forwarded the
complaint to Krishna Lanka Police Station at Vijayawada for investigation. During the course of
investigation, Company has provided all the documents/ statements to close the matter as the dispute is of
Civil nature and criminal charges under IPC are attracted. Accordingly, the Police have filed investigation
report stating that the matter of the private complaint is a Civil dispute . The matter is pending for
disposal.
ii) One private complaint was filed by one customer Mr. Anil Kumar, against IDEA {(i) Idea Cellular Limited,
represented by its Managing Director, Mr. Himanshu Kapania, (ii) Idea Cellular Limited, represented by its
Chairman, Mr. Kumar Mangalam Birla and 7 others} before the II Addl. Chief Metropolitan Magistrate,
Nampally, Hyderabad, vide Crime No. 90/2013, claiming that Anil Kumar is original owner of the mobile
number 9553456789. The complainant alleged that the services on this number were suspended while Anil
Kumar was in TATA DOCOMO network and the number was returned to Idea by TATA DOCOMO
without his consent (basis a complaint from IDEA, that number was a fraudulent port out by the
complainant to TATA DOCOMO and he illegally claimed the number). Aggrieved by the same the
Complainant Mr. Anil Kumar had filed the present criminal case/private compliant against senior officials
of the company. The court had referred the matter to Abids Police Station at Hyderabad for investigation.
During the course of investigation Company had provided all the documents/ statements to stating that the
matter is of Civil in nature. The matter is pending before the investigation officer.
OTHER LITIGATION:
i) There are 875 cases of Stamp duty claims of Rs.60.89 Mn against the Company, where in Authorities
of Registration and Stamps Department of UP and Delhi NCR, have issued demand notices alleging
deficit stamp duty u/s 33 & 47 of the Indian Stamp Act, with respect to the agreements signed for
installing telecom towers. Company is contesting the same. Subject Matter is pending before the Supreme
Court.
ii) There are 127 civil cases filed against the Company pertaining to various cell tower related disputes and
claims of Rs.10.65 Mn .The cases are pending before various courts .
iii) There are 79 Arbitration proceedings filed against the company for a claim of Rs. 42.14 Mn and the
Company is contesting the same.
iv) There are 184 consumer cases filed against the company for a claim of Rs.26.8 Mn.
v) Company had filed 48 civil cases for various reliefs with respect to cell towers for claim of Rs.18.62 Mn .
vi) Company had filed 348 civil cases for claims from distributors and vendors for an amount of 59.13 Mn
vii) Company had filed 8 Appeals challenging consumer fora orders for an amount of Rs.12 Mn.
DIRECT AND INDIRECT TAX MATTERS
Major Direct and Indirect Tax related cases (in excess of Rs. 10 million) are given below-
A. Income Tax (Including TDS matters)
1. Idea Cellular Ltd (ICL)
Assessment years 2001-2002, 2003-2004, 2004-05, 2005-06, 2006-07, 2007-08, 2008-09, 2009-10 and 2010-
11
Disallowances made in the assessment order for aforesaid years mainly include disallowance of Revenue Share
License Fees, interest attributable to interest free advances given to subsidiaries, disallowance u/s 40(a)(ia) of
140
the IT Act (the Act) in respect of discount given to prepaid distributors and roaming charges paid to other
operators, interest incurred for acquisition of erstwhile Spice Communications Limited (an entity which has
since been amalgamated into the company) etc, aggregating to Rs.31490 Mn. Due to these disallowances, the
returned tax losses are subject to outcome of these matters which are before the various Appellate authorities.
During 2010-11, apart from disallowances relating to the above mentioned matters of Rs.15150 Mn, a demand
have been raised on the net value of assets and liabilities of Rs.20690 Mn vested with the company consequent
to scheme of arrangement pertaining to the telecom undertaking as de-merged from its wholly owned subsidiary
i.e Aditya Birla Telecom Limited into the company as approved by the High Court. As the brought forward tax
losses have got completely set off against the assessed Income, tax demands in 2010-11 including interest
amounting to Rs. 15177 Mn have been raised. As mentioned above, the company is in appeal for the said
matters before the ITAT / Commissioner of Income-tax (Appeals). On the current demand of Rs. 15177 Mn, the
company is also in the process of getting the demand stayed till its appeal before the appellate authorities attains
finality, based on the rectifications required on the demand, facts and judicial pronouncements on similar cases
that exist in its favour.
2. Erstwhile Idea Mobile Communications Ltd (since merged with Idea Cellular Limited)
Assessment years 2004-05 and 2005-06
The assessing officer has completed the assessments by making disallowances on account of expenses on
variable revenue share license fees and deduction u/s 35ABB aggregating to Rs.1028 Mn. These disallowances
have resulted in reduction of returned losses having no financial implications in the nature of tax demand. The
company is in appeal for both the years before the ITAT / Commissioner of Income-tax (Appeals), which are
pending to be heard.
3. Erstwhile Spice Communications Ltd (since merged with Idea Cellular Limited)
Assessment years 2003-2004, 2004-2005, 2005-06, 2006-07, 2007-08, 2008-09 ,2009-10 and 2010-11
Disallowances made in the assessment order for aforesaid years mainly include disallowance of expenses on
Management service charges 40(a)(ia) disallowance, disallowance u/s 68 etc. aggregating to Rs.8241 Mn. Due
to these disallowances returned tax losses have got reduced and in AY 08-09 brought forward tax losses have
got completely set off against the assessed Income. The normal tax liability of Rs. 670 Mns. determined in AY
08-09 has been fully adjusted against the refund due of earlier years. Further in AY 09-10/ AY 10-11 returned
tax losses of the company has reduced without having any financial implication in the nature of tax demand.
The company is in appeal for said years before the ITAT / Commissioner of Income-tax (Appeals), which are
Status of TDS matters:
1. Non deduction of Tax on Discount allowed to Prepaid Distributors (Distributors)
Honble Delhi High Court has reversed the decision of Honble ITAT, Delhi Bench for AY 03-04 & AY 04-05,
holding that the relationship between the company and the distributors is of principal to agent and discount
allowed is in the nature of commission subject to tax deduction u/s 194H of the Act. The company has filed SLP
before the Honble Supreme Court against the said order of Honble Delhi High Court which has been admitted
and matter is pending for final hearing.
Subsequent to pronouncement of Delhi High Courts Decision, TDS authorities of various circles have raised
demand for non deduction of tax u/s 194H of the Act for subsequent assessment years, aggregating to Rs. 1360
Mn. The company is in appeal for said orders before ITAT / Commissioner of Income-tax (Appeals), which are
2. Non deduction of Tax on Roaming Charges paid to other Operators
Subsequent to the decision of Honble Supreme Court in the case of Bharti Cellular Ltd remanding back the
case to AO to examine the technical expert to verify whether inter connectivity usage (IUC) charges qualify as
technical services, the TDS Authorities of various circles have raised demand, aggregating to Rs.155 Mn, for
non deduction of tax u/s 194J of the Act on roaming charges paid to other operators holding that roaming
service is technical service and hence subject to tax deduction u/s 194J without accepting our contention that it
is standard facility provided for use of network and not subject to TDS. The company is in appeal for said orders
before ITAT / Commissioner of Income-tax (Appeals) which are pending to be heard.
B. Service Tax
1) Service Tax Department had contented that the Company had availed CENVAT credit in excess of 20% of
Output liability even though the company were providing taxable as well as exempted services (IUC and
141
Roaming services) in the past whereas company has pleaded that the restriction is not applicable for Capital
Goods. Amount involved 229 Mn. Appeals filed by the company before the CESTAT are pending to be
heard.
2) Service Tax Department had contented that duly paid on Towers, Shelters and OFC duct are exigible from
the definition Capital goods and hence are not eligible for CENVAT Credit. Further the department also
contended that CENVAT Credit on input services in relation to Erection & Installation of Towers &
Shelters would not be allowed since the credit on Towers & Shelters is in itself not allowed. Amount
involved 1049 Mn. Appeals pending at various appellate levels.
3) Service Tax Department had denied payment of service tax by the Company on Title Sponsorship to KPH
Dream Cricket Pvt Ltd. and have instead demand service Tax on Sponsorship under reverse charge.
Amount involved Rs. 17 Mn. Appeal has been filed and the matter is pending at CESTAT.
C. Sales Tax and VAT
1) Sales Tax department in few states have issued notices demanding Sales Tax on SIM card treating the same
as goods. Amount involved Rs. 31 Mn. Appeals pending at various appellate levels.
2) Sales Tax Department had raised demand on Infra sharing, VAS Revenue etc. amount involved Rs. 155
Mn. The matter is pending at various appellate level.
D. Entry Tax
Sales Tax department had issued notices demanding entry tax on goods brought into respective states viz. SIM
Cards, Plant & Machinery, Consumable etc. Amount involved Rs. 604 Mn. Presently matter is pending at
various appellate level in various states.
REGULATORY AND CORPORATE MATTERS
1. Merger of Spice Communications Limited

The Division bench of Honble Delhi High Court, vide its Order dated 13th July 2012 has reaffirmed High
Court Order dated 5th February, 2010 and 4th July, 2011 sanctioning the Scheme of Amalgamation of erstwhile
Spice Communications Limited (Spice) with the Company. The said order also re-vested unto the Company the
telecom licenses which were transferred to and vested unto DoT pursuant to order dated 4th July 2011, passed
by single Judge of Honble Delhi High Court. Further the Division Bench of the Hon'ble High Court of Delhi
has also pronounced that the Department of Telecommunications (DoT) has to take decision regarding transfer
of licenses held by erstwhile Spice to the Company arising out of amalgamation within a period of three months
(which had been extended to 5th January 2013 vide order dated 11th December 2012) and dispute, if any,
between the Company and DoT related to transfer of licenses should be referred to Honble TDSAT for
resolution. The final decision of the DoT in the matter is awaited.
2. 3G Spectrum for Punjab Service Area
The DoT, though, has earmarked the 3G spectrum in respect of Punjab service area, which was won by the
Company in the 3G spectrum auction conducted by DoT in May, 2010, has not yet allowed commercial use of
the same due to, inter alia, alleged violation of certain license conditions. The Company had approached the
Honble TDSAT and filed a Petition for necessary direction to the DoT to allow the commercial usage of
allocated 3G Spectrum for Punjab service area. The TDSAT has dismissed the said petition in view of order
passed by Delhi High Court in July, 2011 concerning amalgamation of erstwhile Spice Communications
Limited with the Company, which was holding the operative 2G license in respect of Punjab service area. The
Company has since filed an appeal against the order of TDSAT in the Supreme Court. The matter has been
listed for hearing on 11th July, 2013.
3. One Time Spectrum Charges
The DoT had issued demand notices towards one time spectrum charges for (i) for spectrum held beyond 6.2
Mhz in respective service areas for retrospective period from 1st July 2008 to 31st December 2012, amounting
to Rs. 3,691.30 Mn., and (ii) for spectrum held beyond 4.4 Mhz in respective service areas effective 1st January
2013 till expiry of the period as per respective licenses amounting to Rs. 17,443.70 Mn. As the above demands
amounts to alteration of financial terms of the licenses issued in the past, the Company therefore, petitioned the
Honble High Court of Bombay, which directed DoT to respond and not to take any coercive action and granted
stay until next date of hearing. The date of hearing is yet to be fixed.
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4. 3G Intra Circle Roaming Arrangements related Matters

The Company had entered into roaming arrangements with other operators to provide 3G services in service
areas where it did not won 3G spectrum. The DoT has sent Show Cause Notices to the Company and other
roaming partners to stop providing the 3G services in select seeker service areas and also imposed penalty of Rs.
3000 million in respect of these select service areas. The Company filed a writ petition before the Honble Delhi
High Court, which had granted interim stay order subject to no new subscribers to be given 3G services. DoT
has further alleged that there is a contempt of court order on the part of the Company and certain Directors and
officials of the Company, which is being contested by the Company. The Company has also been impleaded in
related matter before the Supreme Court (as 3G provider) filed by the other Roaming Partner, in the above case.
5. AGR Related Matters
(i) The Honble Supreme Court, vide its judgment dated 11th October 2011, has set aside orders dated 7th July
2006 and 30th August, 2007 passed by the Telecom Disputes Settlement & Appellant Tribunal (TDSAT)
whereby TDSAT, on petition of certain Telecom Operators, had ruled that income derived by a telecom
Operator from non licensed activities should not be taken into account while calculating the Adjusted Gross
Revenue (AGR) which forms the basis on which License fee is paid to DoT. The Supreme Court while
passing the above judgment held that under the National telecom Policy 1999, as the telecom Operators had
signed the amended License Agreement under which a percentage of AGR was to be paid to DoT as
License Fee instead of a fixed license fee, it was beyond the jurisdiction of the TDSAT to have entertained
petitions from Telecom Operators and to decide on the definition of AGR without a specific demand being
disputed before it. It has further held that TDSAT can go into the facts and materials related to the demand
of a particular licensee if a licensee disputes the demand raised by the DoT and remitted the matters back to
the Honble TDSAT to pass fresh orders in accordance with law. The Honble TDSAT has suo moto passed
an interim order on 15th December 2011 directing DoT not to enforce any demand on this front. The
Company filed petition before TDSAT challenging the past demands wherein TDSAT ordered DoT that no
demands be enforced without leave of TDSAT. DoT has filed its reply but the matter is yet to be listed for
hearing.
(ii) Post the aforesaid Supreme Court judgment, the Company filed a writ petition before the Kerala High Court
for challenging the validity of the license terms seeking a change in the definition of AGR to exclude
income from non-licensed activities. The Honble Kerala High Court allowed the Company to calculate and
pay AGR on old basis till disposal of the petition. The matter is further yet to be listed for hearing.
(iii) Based on Special Audit conducted in July 2009 for FY 2006-07 and 2007-08 by DoT appointed Auditors,
the DoT has raised a demand notice in November, 2012 for Rs. 1,342 Mn towards alleged short payment of
license fee (Rs. 651 Mn.) and interest thereon (Rs. 691 Mn.) due to difference of interpretation of Adjusted
Gross Revenue (AGR) for financial years 2006-07 and 2007-08 between the Company and DoT. Based on
the order(s) already obtained in favor of the Company in the matters listed above, the company filed a writ
petition before the Kerala High Court, wherein the Kerala High Court vide its order dated 26th November,
2012, granted an interim stay on the said demands.
6. Case relating to clause in LoI no arrangement for providing 3G services for awarding Unified License
Subsequent to earmarking of Spectrum in respect of seven service areas won in the Auction held in
November, 2012, the Company had applied for grant of Unified License. DoT while issuing LoI for grant of
said licenses included compliance to a condition prohibiting the service provider from providing 3G
services using 3G spectrum of other service providers. The Company filed a Writ Petition before the Delhi
High Court, which granted interim relief by directing DoT to issue license without this prohibitive
condition. The DoT has challenged this order before the Division Bench, which is pending for hearing on
8th July, 2013.
7. Case relating to Allocation of Spectrum in Jammu & Kashmir
Subsequent to earmarking of Spectrum in respect of seven service areas won in the Auction held in
November, 2012, the Company has been allocated the 2G Spectrum Spots in respect of Jammu & Kashmir
which were not only different from the existing one (which were currently used) but were also prone to
interference. The 2G spot currently used by the company was proposed to be allocated to another operator.
The Company challenged the said action of DoT in Jammu & Kashmir High Court, which directed DoT to
maintain statusquo regarding allocation of 2G Spectrum Spots and also directed DoT to submit report.
8. There are about 25 cases involving COAI (Cellular Operators Association of India), pending before various
authorities, where the Company is an interested party to the said litigations.
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XV. GOVERNMENT APPROVALS
The Company was incorporated as Pantaloons Fashion Retail Limited on April 19, 2007 under the Act under
CIN No. U1810MH2007PLC233901 and obtained the certificate of commencement of business on May 14,
2007
Consequent to vesting of the fashion retail business of Future Retail Limited with the Company , and pursuant to
the Scheme, all permits, quotas, rights, entitlements, industrial and other licences, bids, tenders, letters of intent,
expressions of interest, development rights (whether vested or potential and whether under agreements or
otherwise), patents, copyrights, records, designs, and all relevant intellectual property rights in the aforesaid,
municipal permissions, approvals, consents, subsidies, privileges, income tax benefits and exemptions under the
Income Tax Act, 1961 (or any statutory modification or re-enactment thereof for the time being in force), all
other rights including lease rights, prospecting licenses and mining leases, and the surface rights in relation
thereto, receivables, and liabilities related thereto, licences, powers and facilities of every kind, nature and
description whatsoever, rights to use and avail of telephones, telexes, facsimile connections and installations,
utilities, electricity and other services, provisions and benefits of all agreements, contracts and arrangements and
all other interests in connection with or relating to the fashion retail business, stand transferred to and vested in
or be deemed to be transferred to and vested inthe Companyas if the same were originally given or issued to or
executed in favour of the Company , and the rights and benefits under the same shall be available to the
Company.
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XVI. ARTICLES OF ASSOCIATION
PRELIMINARY
INTERPRETATION
The Regulations contained in Table A in Schedule I of the Companies Act, 1956 shall not apply to the
Company, except in so far as the same are repeated or contained in these Articles.
In these present regulations, the following words and expressions shall have the following meanings, unless
excluded by the subject or context;
The Company or This Company means Peter England Fashions and Retail Limited.
The Act means the Companies Act, 1956 and subsequent amendments thereto or any statutory modification
or re-enactment thereof, for the time being in force.
Annual General Meeting means the annual general meeting of the Company convened and held in
accordance with the Act.
Articles of Association or Articles means the Articles of Association of the Company as originally framed
or as altered from time to time in accordance with the Act.
Board or Board of Directors means the Directors of the Company collectively referred to in the Act.
Capital means the share capital for the time being raised or authorized to be raised for the purposes of the
Company.
Directors means the directors for the time being of the Company.
Dividend includes interim dividend unless otherwise stated.
Executor or Administrator means a person who has obtained probate or letters of administration, as the
case may be, from some competent court having effect in India and shall include the executor or Administrator
or the holder of a certificate, appointed or granted by such competent court and authorized to negotiate or
transfer the shares of the deceased member.
Extraordinary General Meeting means an extraordinary meeting of the Company convened and held in
accordance with the Act.
Financial Year shall have the meaning assigned thereto by the Act.
Managing Director shall have the meaning assigned thereto in the Act.
Member means the duly registered holder from time to time, of the shares of the Company and includes the
subscribers to the Memorandum of Association and in case of shares held by a Depository, the Beneficial
Owners whose names are recorded as such with the Depository.
Memorandum of Association means the Memorandum of Association of the Company as originally framed
or altered from time to time.
Month means the English calendar month.
Office means the registered office, for the time being of the Company.
Officer shall have the meaning assigned thereto by the Act.
Ordinary Resolution shall have the meaning assigned thereto by the Act.
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Paid up includes credited as paid up.
Person shall include any association, corporation, company, firm as well as natural persons.
Proxy includes attorney duly constituted under a power of attorney.
Register means the register of Members to be maintained pursuant to the provisions of the Act.
Registrar means the Registrar of Companies, Maharashtra, situated at 100, EVEREST, MARINE DRIVE,
MUMBAI- 400002.
Rs. means the lawful currency of India.
Seal means common seal for the time being of the Company.
Secretary means a company secretary within the meaning of clause (c) of sub-Section (1) of Section 2 of the
Company Secretaries Act, 1980 and includes a person or persons appointed by the Board to perform any of the
duties of a Secretary subject to the provisions of the Act.
Share Warrant means share warrant issued pursuant to Section 114 of the Act.
Section means Section of the Act.
Special Resolution shall have the meaning assigned thereto by Section 189 of the Act.
Transfer means (in either the noun or the verb form and including all conjugations thereof with their
correlative meanings) with respect to the shares, the sale, assignment, transfer or other disposition (whether for
or without consideration, whether directly or indirectly) of any shares or of any interest therein or the creation of
any third party interest in or over the shares, but excluding any renunciation of any right to subscribe for any
shares offered pursuant to a rights issue to existing shareholders in proportion to their existing shareholding in
the Company.
these Presents or Regulations means the Articles of Association as originally framed or altered from time
to time and include the Memorandum of Association where the context so requires.
Words importing the singular number includes the plural number and vice versa. Words importing the
masculine gender shall include the feminine gender.
Expressions referring to writing shall be construed as including references to printing lithography, photography
and other modes of representing or reproducing words in a visible form.
Save as aforesaid, any words or expressions defined in the Act shall, if not inconsistent with the subject or
context, bear the same meaning in the Articles.
CAPITAL
1. Authorised Share Capital

The authorized share capital of the Company shall be such amount as is given in Clause V of the
Memorandum of Association.
2. Shares at the Disposal of the Directors

Subject to the provisions of Section 81 of the Act and these Articles, the shares in the capital of the
Company for the time being shall be under the control of the Directors who may issue, allot or
otherwise dispose of the same or any of them to such persons, in such proportion and on such terms
and conditions and either at a premium or at par or (subject to the compliance with the provision of
Section 79 of the Act) at a discount and at such time as they may from time to time think fit and with
the sanction of the Company in the general meeting to give to any person or persons the option or right
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to call for any shares either at par or premium during such time and for such consideration as the
Directors think fit, and may issue and allot shares in the capital of the Company on payment in full or
part of any property sold and transferred or for any services rendered to the Company in the conduct of
its business and any shares which may so be allotted may be issued as fully paid up shares, and if so
issued, shall be deemed to be fully paid shares. Provided that option or right to call of shares shall not
be given to any person or persons without the sanction of the Company in the general meeting.
3. Consideration for Allotment

The Board of Directors may allot and issue shares of the Company as payment or part payment for any
property purchased by the Company or in respect of goods sold or transferred or machinery or
appliances supplied or for services rendered to the Company in or about the formation of the Company
or the acquisition and/or in the conduct of its business; and any shares which may be so allotted may be
issued as fully/ partly paid up shares and if so issued shall be deemed as fully/ partly paid up shares.
4. Restriction on Allotment
(a) The Directors shall in making the allotments duly observe the provisions of the Act;
(b) The amount payable on application on each share shall not be less than 5% of the nominal
value of the share; and
(c) Nothing herein contained shall prevent the Directors from issuing fully paid up shares either
on payment of the entire nominal value thereof in cash or in satisfaction of any outstanding
debt or obligation of the Company.
5. Increase of Capital
The Company at its general meeting may, from time to time, by an Ordinary Resolution increase the
capital by the creation of new shares, such increase to be of such aggregate amount and to be divided
into shares of such respective amounts as the resolution shall prescribe. The new shares shall be issued
on such terms and conditions and with such rights and privileges annexed thereto as the resolution shall
prescribe, and in particular, such shares may be issued with a preferential or qualified right to
dividends, and in the distribution of assets of the Company and with a right of voting at general
meeting of the Company in conformity with the Act and other applicable laws. Whenever the capital of
the Company has been increased under the provisions of the Articles, the Directors shall comply with
the provisions of Section 97 of the Act.
6. Reduction of Capital
The Company may, subject to the provisions of Sections 78, 80, 100 to 105 (both inclusive) and other
applicable provisions of the Act from time to time, by Special Resolution reduce its capital and any
capital redemption reserve account or securities premium account in any manner for the time being
authorized by law, and in particular, the capital may be paid off on the footing that it may be called up
again or otherwise.
7. Sub-division, Consolidation and Cancellation of Share Certificate

Subject to the provisions of Section 94 of the Act, the Company in general meeting, may by an
Ordinary Resolution from time to time:
(a) Divide, sub-divide or consolidate its shares, or any of them, and the resolution whereby any
share is sub-divided, may determine that as between the holders of the shares resulting from
such sub-division one or more of such shares have some preference of special advantage as
regards dividend, capital or otherwise as compared with the others
(b) Cancel shares which at the date of such general meeting have not been taken or agreed to be
taken by any person and diminish the amount of its share capital by the amount of the shares
so cancelled.
8. New Capital Part of the Existing Capital
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Except so far as otherwise provided by the conditions of the issue or by these Presents any capital
raised by the creation of new shares, shall be considered as part of the existing capital and shall be
subject to the provisions herein contained, with reference to the payment of calls and installments,
forfeiture, lien, surrender, transfer and transmission, voting and otherwise.
9. Power to Issue Shares with Differential Voting Rights
The Company shall have the power to issue shares with such differential rights as to dividend, voting
or otherwise, subject to the compliance with requirements as provided for in the Companies (Issue of
Share Capital with Differential Voting Rights) Rules, 2001, or any other law as may be applicable.
10. Power to Issue Preference Shares
Subject to the provisions of Section 80 of the Act, the Company shall have the powers to issue
preference shares which are liable to be redeemed and the resolution authorizing such issue shall
prescribe the manner, terms and conditions of such redemption.
11. Further Issue of Shares

(1) Where at any time after the expiry of two years from the formation of the Company or at any
time after the expiry of one year from the allotment of shares in the Company made for the
first time after its formation, whichever is earlier, it is proposed to increase the subscribed
capital of the Company by allotment of further shares then:
(a) Such further shares shall be offered to the persons who at the date of the offer, are
holders of the equity shares of the Company, in proportion, as nearly as
circumstances admit, to the capital paid up on those shares at that date.
(b) The offer aforesaid shall be made by a notice specifying the number of shares offered
and limiting a time not being less than fifteen days from the date of offer within
which the offer, if not accepted, will be deemed to have been declined.
(c) The offer aforesaid shall be deemed to include a right exercisable by the person
concerned to renounce the shares offered to him or any of them in favour of any other
person and the notice referred to in sub clause (b) hereof shall contain a statement of
this right.
(d) After the expiry of the time specified in the aforesaid notice or on receipt of earlier
intimation from the person to whom such notice is given that he declines to accept
the shares offered, the Board may dispose of them in such manner as they think most
beneficial to the Company
(2) Notwithstanding anything contained in sub-clause (1) the further shares aforesaid may be
offered to any persons (whether or not those persons include the persons referred to in clause
(a) of sub- clause (1) hereof) in any manner whatsoever.
(a) If a Special Resolution to that effect is passed by the Company in general meeting, or
(b) Where no such Special Resolution is passed, if the votes cast (whether on a show of
hands or on a poll as the case may be) in favour of the proposal contained in the
resolution moved in that general meeting (including the casting vote, if any, of the
Chairman) by the Members who, being entitled to do so, vote in person, or where
proxies are allowed, by proxy, exceed the votes, if any, cast against the proposal by
Members so entitled and voting and the Central Government is satisfied, on an
application made by the Board of Directors in this behalf that the proposal is most
beneficial to the Company.
(3) Nothing in sub-clause (c) of (1) hereof shall be deemed:
(a) To extend the time within which the offer should be accepted; or
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(b) To authorize any person to exercise the right of renunciation for a second time on the
ground that the person in whose favour the renunciation was first made has declined
to take the shares comprised in the renunciation.
(4) Nothing in this Article shall apply to the increase of the subscribed capital of the Company
caused by the exercise of an option attached to the debentures issued or loans raised by the
Company:
(i) To convert such debentures or loans into shares in the Company; or
(ii) To subscribe for shares in the Company.
PROVIDED THAT the terms of issue of such debentures or the terms of such loans include a
term providing for such option and such term:
(a) Either has been approved by the Central Government before the issue of the
debentures or the raising of the loans or is in conformity with rules, if any, made by
that Government in this behalf; and
(b) In the case of debentures or loans other than debentures issued to or loans obtained
from the Government or any institution specified by the Central Government in this
behalf, has also been approved by a Special Resolution passed by the Company in
general meeting before the issue of the debentures or raising of the loans.
12. Right to Convert Loans into Capital

Notwithstanding anything contained in sub-clauses(s) above, but subject, however, to Section 81(3) of
the Act, the Company may increase its subscribed capital on exercise of an option attached to the
debentures or loans raised by the Company to convert such debentures or loans into shares or to
subscribe for shares in the Company.
13. Allotment on Application to be Acceptance of Shares

Any application signed by or on behalf of an applicant for shares in the Company followed by an
allotment of any shares therein, shall be an acceptance of shares within the meaning of these Articles,
and every person who thus or otherwise accepts any shares and whose name is on the Register, shall,
for the purpose of these Articles, be a Member.
14. Return on Allotments to be made or Restrictions on Allotment

The Board shall observe the restrictions as regards allotment of shares to the public contained in
Sections 69 and 70 of the Act, and as regards return on allotments, the Directors shall comply with
Section 75 of the Act.
15. Money Due on Shares to be a Debt to the Company

The money (if any) which the Board shall, on the allotment of any shares being made by them, require
or direct to be paid by way of deposit, call or otherwise in respect of any shares allotted by them, shall
immediately on the inscription of the name of allottee in the Register of Members as the name of the
holder of such shares become a debt due to and recoverable by the Company from the allottee thereof,
and shall be paid by him accordingly.
16. Installments on Shares

If, by the conditions of allotment of any shares, the whole or part of the amount or issue price thereof
shall be payable by installments, every such installment shall, when due, be paid to the Company by
the person who, for the time being and from time to time, shall be the registered holder of the share or
his legal representative.
17. Members or Heirs to Pay Unpaid Amounts

Every Member or his heirs, executors or administrators shall pay to the Company the portion of the
149
capital represented by his share or shares which may, for the time being remain unpaid thereon, in such
amounts, at such time or times and in such manner, as the Board shall from time to time, in accordance
with these Regulations require or fix for the payment thereof.
18. Variation of Shareholders Rights

(a) If at any time the share capital of the Company is divided into different classes of shares, the
rights attached to the shares of any class (unless otherwise provided by the terms of issue of
the shares of that class) may, subject to provisions of sections 106 and 107 of the Act and
whether or not the Company is being wound up, be varied with the consent in writing of the
holders of not less than three-fourth of the issued shares of that class or with the sanction of a
Special Resolution passed at a separate meeting of the holders of the issued shares of that
class.
(b) Subject to the provisions of Section 107(2) of the Act, to every such separate meeting, the
provisions of these Regulations relating to meeting shall mutatis mutandis apply.
19. Power to Establish Branch Offices

The Company shall have power to establish branch offices subject to the provisions of Section 8 of the
Act or any statutory modifications thereof.
20. Payments of Interest out of Capital

The Company shall have power to pay interest out of its capital on so much of the shares which were
issued for the purpose of raising money to defray the expenses of the construction of any work or
building or the provision of any plant for the Company in accordance with Section 208 of the Act.
21. Amalgamation
Subject to provisions of these Articles, the Company if authorized by a Special Resolution passed at a
general meeting may amalgamate or cause itself to be amalgamated with any other person, firm or
body corporate subject however to the provisions of Section 391 to 394 of the Act.
SHARE CERTIFICATES
22. Rules to Issue Share Certificates

The Companies (Issue of Share Certificate) Rules, 1960 shall be complied with in the issue, reissue,
renewal of share certificates and the format sealing and signing of the certificates and records of the
certificates issued shall be maintained in accordance with the said rules.
23. (a) Every Member Entitled to Certificate for his Shares

(i) Every Member or allottee of shares shall be entitled, without payment, to receive one
or more certificates specifying the name of the person in whose favour it is issued,
the shares to which it relates, and the amount paid thereon. Such certificates shall be
issued only in pursuance of a resolution passed by the Board and on surrender to the
Company of fractional coupon of requisite value, save in case of issue of share
certificates against letters of acceptance of or renunciation or in cases of issues of
bonus shares. Such share certificates shall also be issued in the event of consolidation
or sub-division of the shares of the Company.
(ii) Every such certificate shall be issued under the seal of the Company, which shall be
affixed in the presence of (1) two Directors or persons acting on behalf of the
Directors under duly registered powers of attorney; and (2) the Secretary or some
other persons appointed by the Board for the purpose.
(iii) Particulars of every share certificate issued shall be entered in the Register of
Members against the name of the person to whom it has been issued, indicating date
of issue.
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(b) Joint Ownership of Shares:
Any two or more joint allottees of shares shall be treated as a single Member for the purposes
of this Article and any share certificate, which may be the subject of joint ownership, may be
delivered to any one of such joint owners on behalf of all of them. The Company shall comply
with the provisions of Section 113 of the Act.
Notwithstanding anything contained in preceding sub-clause (a) and (b), the Board of Directors of the
Company may at their absolute discretion refuse sub-division of share certificates or debenture
certificates into denomination of less than marketable lots except where sub-division is required to be
made to comply with a statutory provision or an order of a competent court of law or a request from a
member to convert holding of odd lot into transferable/marketable lot.
(c) Director to Sign Share Certificates:
A Director may sign a share certificate by affixing his signature thereon by means of any
machine, equipment or other mechanical means, such as engraving in metal or lithography but
not by means of rubber stamp, provided that the Director shall be responsible for the safe
custody of such machine, equipment or other materials used for the purpose.
(d) Issue of New Certificate in Place of one Defaced, Lost or Destroyed
If any certificate be worn out, defaced, mutilated or torn or if there be no further space on the
back thereof for endorsement of transfer, then upon production and surrender thereof to the
Company, a new certificate may be issued in lieu thereof, and if any certificate lost or
destroyed then upon proof thereof to the satisfaction of the Company and on execution of such
indemnity as the Company deem adequate, being given, a new certificate in lieu thereof shall
be given to the party entitled to such lost or destroyed certificate. Every certificate under the
Article shall be issued without payment of fees if the Directors so decide, or on payment of
such fees (not exceeding Rs.2/- for each certificate) as the Directors shall prescribe. Provided
that no fee shall be charged for issue of new certificates in replacement of those which are old,
defaced or worn out or where there is no further space on the back thereof for endorsement of
transfer.
Provided that notwithstanding what is stated above the Directors shall comply with such rules
or regulation or requirements of any stock exchange or the rules made under the Act or the
rules made under Securities Contracts (Regulation) Act, 1956 or any other act or rules
applicable in this behalf.
The provision of this Article shall mutatis mutandis apply to debentures of the Company.
(e) Renewal of Share Certificate:
When a new share certificate has been issued in pursuance of clause (d) of this Article, it shall
state on the face of it and against the stub or counterfoil to the effect that it is issued in lieu of
share certificate No.. sub-divided/ replaced on consolidation of shares.
(f) When a new certificate has been issued in pursuance of clause (d) of this Article, it shall state
on the face of it against the stub or counterfoil to the effect that it is duplicate issued in lieu of
share certificate No. The word Duplicate shall be stamped or punched in bold letters
across the face of the share certificate and when a new certificate has been issued in pursuance
of clauses (c), (d), (e) and (f) of this Article, particulars of every such share certificate shall be
entered in a Register of Renewed and Duplicate Certificates indicating against it, the names of
the persons to whom the certificate is issued, the number and the necessary changes indicated
in the Register of Members by suitable cross references in the remarks column.
(g) All blank forms, share certificates shall be printed only on the authority of a resolution duly
passed by the Board.
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24. Responsibilities to Maintain Records

The Managing Director of the Company for the time being or if the Company has no Managing
Director, every Director of the Company shall be responsible for maintenance, preservation and safe
custody of all books and documents relating to the issue of share certificates.
25. Rights of Joint Holders

If any share stands in the names of two or more persons, the person first named in the Register shall, as
regards receipt of dividends or bonus or service of notices and all or any other matter connected with
the Company, except voting at meeting and the transfer of the shares be deemed the sole holder thereof
but the joint holders of share shall be severally as well as jointly liable for payment of all installments
and calls due in respect of such share and for all incidents thereof according to these Regulations.
26. Limitation of Time for Issue of Certificates

Every Member shall be entitled, without payment, to one or more certificates in marketable lots, for all
the shares of each class or denomination registered in his name, or if the Directors so approve (upon
paying such fee as the Directors may from time to time determine) to several certificates, each for one
or more of such shares and the Company shall complete and have ready for delivery such certificates
within three months from the date of allotment, unless the conditions of issue thereof otherwise
provide, or within two months of the receipt of application of registration of transfer, transmission, sub-
division, consolidation or renewal of any of its shares as the case may be. Every certificate of shares
shall be under the seal of the Company and shall specify the number and distinctive numbers of shares
in respect of which it is issued and amount paid-up thereon and shall be in such form as the Directors
may prescribe and approve provided that in respect of a share or shares held jointly by several persons,
the Company shall not be bound to issue more than one certificate and delivery of a certificate of shares
to one of several joint holders shall be sufficient delivery to all such holders.
UNDERWRITING & BROKERAGE
27. Commission for Placing Shares, Debentures, etc

(a) Subject to the provisions of the Act, the Company may at any time pay a commission to any
person for subscribing or agreeing to subscribe (whether absolutely or conditionally) for any
shares or debentures of the Company or underwriting or procuring or agreeing to procure
subscriptions (whether absolute or conditional) for shares or debentures of the Company and
provisions of Section 76 of the Act shall apply.
(b) The Company may also, in any issue, pay such brokerage as may be lawful.
LIEN
28. Companys Lien on Shares /Debentures

The Company shall have a first and paramount lien upon all the shares /debentures (other than fully
paid up shares/debentures) registered in the name of each Member (whether solely or jointly with
others) and upon the proceeds of sale thereof for all moneys (whether presently payable or not) called
or payable at fixed time in respect of such shares/debentures, and no equitable interest in any shares
shall be created except upon the footing and condition that this Article will have full effect and such
lien shall extend to all dividends and bonuses from time to time declared in respect of such
shares/debentures. Unless otherwise agreed, the registration of a transfer of shares/debentures shall
operate as a waiver of the Companys lien if any, on such shares/debentures. The Directors may at any
time declare any shares/debentures wholly or in part to be exempt from provisions of this clause. The
fully paid up shares shall be free from all lien and that in the case of partly paid shares the Companys
lien, if any, shall be restricted to moneys called or payable at a fixed time in respect of such shares.
29. Enforcing Lien by Sale

For the purpose of enforcing such lien, the Board may sell the shares subject thereto in such manner as
they think fit, and for that purpose may cause to be issued a duplicate certificate in respect of such
shares and may authorize one of their members to execute a transfer thereof on behalf of and in the
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name of such Member. No sale shall be made until such period as aforesaid shall have arrived and until
notice in writing of the intention to sell have been served on such Member or his representative and
default shall have been made by him or them in payment, fulfillment or discharge of such debts,
liabilities or engagements for thirty days after such notice.
30. Application of Sale Proceeds

The net proceeds of any such sale shall be received by the Company and applied in or towards payment
of such part of the amount in respect of which the lien exists as is presently payable and the residue, if
any, shall (subject to a lien for sums not presently payable as existed upon the shares before the sale) be
paid to the person entitled to the shares at the date of the sale.
CALLS ON SHARES
31. Board to have Right to make Calls on Shares

The Board may, from time to time, subject to the terms on which any shares may have been issued and
subject to the conditions of allotment, by a resolution passed at a meeting of the Board (and not by
circular resolution), make such call as it thinks fit upon the Members in respect of all moneys unpaid
on the shares held by them respectively and each Member shall pay the amount of every call so made
on him to the person or persons and the member(s) and place(s) appointed by the Board. A call may be
made payable by installments.
Provided that the Board shall not give the option or right to call on shares to any person except with the
sanction of the Company in general meeting.
32. Notice for Call

Thirty days notice in writing of any call shall be given by the Company specifying the date, time and
places of payment and the person or persons to whom such call be paid.
33. Call When Made

The Board of Directors may, when making a call by resolution, determine the date on which such call
shall be deemed to have been made, not being earlier than the date of resolution making such call, and
thereupon the call shall be deemed to have been made on the date so determined and if no such date is
so determined a call shall be deemed to have been made at the date when the resolution authorizing
such call was passed at the meeting of the Board.
34. Liability of Joint Holders for a Call

The joint-holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
35. Board to Extend Time to Pay Call

The Board may, from time to time, at its discretion extend the time fixed for the payment of any call
and may extend such time to all or any of the members. The Board may be fairly entitled to grant such
extension, but no Member shall be entitled to such extension, save as a matter of grace and favour.
36. Calls to Carry Interest

If a Member fails to pay any call due from him on the day appointed for payment thereof, or any such
extension thereof as aforesaid, he shall be liable to pay interest on the same from the day appointed for
the payment thereof to the time of actual payment at such rate as shall from time to time be fixed by the
Board but nothing in this Article shall render it obligatory for the Board to demand or recover any
interest from any such Member.
37. Dues Deemed to be Calls

Any sum, which as per the terms of issue of a share becomes payable on allotment or at a fixed date
whether on account of the nominal value of the share or by way of premium, shall for the purposes of
these Articles be deemed to be a call duly made and payable on the date on which by the terms of issue
the same may become payable and in case of non payment all the relevant provisions of these Articles
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as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become
payable by virtue of a call duly made and notified.
38. Proof of Dues in Respect of Shares

On any trial or hearing of any action or suit brought by the Company against any Member or his
representatives for the recovery of any money claimed to be due to the Company in respect of his
shares it shall be sufficient to prove (i) that the name of the Members in respect of whose shares the
money is sought to be recovered appears entered in the Register as the holder, at or subsequent to the
date on which the money sought to be recovered is alleged to have become due on the shares, (ii) that
the resolution making the call is duly recorded in the minute book, and that notice of such call was duly
given to the member or his representatives pursuance of these Articles, and (iii) it shall not be
necessary to prove the appointment of the Directors who made such call, nor any other matters
whatsoever, but the proof of the matters aforesaid shall be conclusive of the debt.
39. Partial Payment not to Preclude Forfeiture

Neither a judgment nor a decree in favour of the Company, for call or other moneys due in respect of
any share nor any part payment or satisfaction there under, nor the receipt by the Company of a portion
of any money which shall, from time to time be due from any member to the Company in respect of his
shares either by way of principal or interest, nor any indulgence granted by the Company in respect of
the payment of any such money shall preclude the Company from thereafter proceeding to enforce
forfeiture of such shares as hereinafter provided.
40. Payment in Anticipation of Call May Carry Interest

The Directors may, if they think fit, subject to the provisions of Section 92 of the Act, agree to and
receive from any member willing to advance the same, whole or any part of the moneys due upon the
shares held by him beyond the sums actually called for and upon the amount so paid or satisfied in
advance, or so much thereof as from time to time exceeds the amount of the calls then made upon the
shares in respect of which such advance has been made, the Company may pay interest at such rate, as
the member paying such sum in advance and the Directors agree upon, provided that money paid in
advance of calls shall not confer a right to participate in profits or dividend. The Directors may at any
time repay the amount so advanced.
(b) The Member shall not be entitled to any voting rights in respect of the moneys so paid by him
until the same would but for such payment become presently payable.
(c) The provisions of this Article shall mutatis mutandis apply to the calls on debentures of the
Company.
FORFEITURE OF SHARES
41. Board to Have Right to Forfeit Shares

If any Member fails to pay any call or installment of a call on or before the day appointed for the
payment of the same or any such extension thereof as aforesaid, the Board may at any time thereafter
during such time as the call or installment remains unpaid, give notice to him requiring him to pay the
same together with any interest that may have accrued and all expenses that may have been incurred by
the Company by reason of such non-payment.
42. Notice for Forfeiture of Shares

(a) The notice shall name a further day (not earlier than the expiration of thirty days from the date
of notice) and place or places on which such call or installment and such interest thereon (at
such rate as the Directors shall determine from the day on which such call or installment ought
to have been paid) and expenses as aforesaid, are to be paid.
(b) The notice shall also state that in the event of the non-payment at or before the time the call
was made or installment is payable the shares will be liable to be forfeited.
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43. Effect of Forfeiture

If the requirements of any such notice as aforesaid were not complied with, every or any share in
respect of which such notice has been given may at any time thereafter, before the payment required by
the notice has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall
include all dividends declared or any other moneys payable in respect of the forfeited share and not
actually paid before the forfeiture, subject to applicable provisions of the Act. There shall be no
forfeiture of unclaimed dividends before the claim becomes barred by law.
44. Notice of Forfeiture

When any share shall have been so forfeited, notice of the forfeiture shall be given to the Member on
whose name it stood immediately prior to the forfeiture and any entry of the forfeiture with the date
thereof, shall forthwith be made in the Register, but no forfeiture shall be in any manner invalidated by
any omission or neglect to give such notice or to make any such entry as aforesaid.
45. Forfeited Share to be the Property of the Company

Any share so forfeited shall be deemed to be the property of the Company and may be sold, re-
allocated or otherwise disposed of either to the original holder thereof or to any other person upon such
terms and in such manner as the Board shall think fit.
46. Member to be Liable Even After Forfeiture

Any Member whose shares have been forfeited shall, notwithstanding the forfeiture be liable to pay and
shall forthwith pay to the Company on demand all calls, installments, interest and expenses owing upon
or in respect of such shares at the time of the forfeiture together with the interest thereon from time to
time of the forfeiture until payment at such rates as the Board may determine and the Board may
enforce the payment thereof, if it thinks fit.
47. Claims Against the Company to Extinguish on Forfeiture

The forfeiture of a share involves extinction, at the time of the forfeiture of all interest in and all claims
and demands against the Company, in respect of the shares and all other rights incidental to the share,
except only such of those rights as by these Articles expressly saved.
48. Evidence of Forfeiture

A duly verified declaration in writing that the declarant is a Director or Secretary of the Company, and
that a share in the Company has been duly forfeited in accordance with these Articles on a date stated
in the declaration, shall be conclusive evidence of the facts therein stated as against all persons
claiming to be entitled to the shares.
49. Effecting Sale of Shares

Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers hereinafter
given, the Board may appoint some person to execute an instrument of transfer of the shares sold, cause
the purchasers name to be entered in the Register in respect of the share sold, and the purchaser shall
not be bound to see to the regularity of the proceedings or to the application of the purchase money,
and after his name has been entered in the Register in respect of such shares, the validity of the sale
shall not be impeached by any person.
50. Certificate of Forfeited Shares to be Void

Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the
certificate or certificates originally issued in respect of the relevant shares shall (unless the same shall
on demand by the Company have been previously surrendered to it by the defaulting member) stand
cancelled and become null and void and have no effect and the Directors shall be entitled to issue a
new certificate or certificates in respect of the said shares to the person or persons entitled thereto.
51. Board Entitled to Cancel Forfeiture

The Board may at any time before any share so forfeited shall have them sold, re-allotted or otherwise
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disposed of, cancel the forfeiture thereof upon such conditions at it thinks fit.
TRANSFER AND TRANSMISSION OF SHARES
52. Register of Transfers

The Company shall keep a Register of Transfers and therein shall be fairly and distinctly entered
particulars of every transfer or transmission of any shares.
53. Endorsement of Transfer

In respect of any transfer of shares registered in accordance with the provisions of these Articles, the
Board may, at their discretion, direct an endorsement of the transfer and the name of the transferee and
other particulars on the existing share certificate and authorize any Director or Officer of the Company
to authenticate such endorsement on behalf of the Company or direct the issue of a fresh share
certificate, in lieu of and in cancellation of the existing certificate in the name of the transferee.
54. Instrument of Transfer

The instrument of transfer of any share shall be in writing and all the provisions of Section 108 of the
Act, and of any statutory modification thereof for the time being shall be duly complied with in respect
of all transfer of shares and registration thereof. The Company shall use a common form of transfer in
all cases. In case of transfer of shares, where the Company has not issued any certificates and where the
shares are held in dematerialized form, the provisions of the Depositories Act, 1996 shall apply.
55. Executive Transfer Instrument

Every such instrument of transfer shall be executed both by the transferor and the transferee and the
transferor shall be deemed to remain holder of the shares until the name of the transferee is entered in
the Register in respect thereof. The instrument of transfer shall be in respect of same class of shares and
should be in the form prescribed under the Act.
56. Closing Register of Transfers and of Members

The Board shall be empowered, on giving not less than seven days notice by advertisement in a
newspaper circulating in the district in which the Office of the Company is situated, to close the
transfer books, Register, the register of debenture holders at such time or times, and for such period or
periods, not exceeding thirty days at a time and not exceeding in the aggregate forty-five days in each
year as it may seem expedient.
57. Directors may Refuse to Register Transfer

Subject to the provisions of Section 111A of the Act, these Articles and other applicable provisions of
the Act or any other law for the time being in force, the Board may refuse whether in pursuance of any
power of the Company under these Articles or otherwise to register the transfer of, or the transmission
by operation of law of the right to, any shares or interest of a Member in shares or debentures of the
Company. The Company shall within one month from the date on which the instrument of transfer, or
the intimation of such transmission, as the case may be, was delivered to the Company, send notice of
refusal to the transferee and transferor or to the person giving intimation of such transmission, as the
case may be, giving reasons for such refusal. Provided that the registration of a transfer shall not be
refused on the ground of the transferor being either alone or jointly with any other person or persons
indebted to the Company on any account whatsoever except where the Company has a lien on shares.
58. Transfer of Partly Paid Shares

Where in the case of partly paid shares, an application for registration is to be made by the transferor,
the Company shall give notice of the application to the transferee in accordance with the provisions of
59. Survivor of Joint Holders Recognized

In case of the death of any one or more persons named in the Register of Members as the joint-holders
of any shares, the survivors shall be the only person recognized by the Company as having any title to
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or interest in such share but nothing therein contained shall be taken to release the estate of a deceased
joint-holder from any liability on shares held by him jointly with any other person.
60. Title to Shares of Deceased Members

The executors or administrators or holders of a succession certificate or the legal representatives of a
deceased Member (not being one or two joint holders) shall be the only person recognized by the
Company as having any title to the shares registered in the name of such Member, and the Company
shall be bound to recognize such executors or administrators or holders of a succession certificate or
the legal representatives shall have first obtained probate holders or letter of administration or
succession certificate as the case may be, from a duly constituted court in the Union of India. Provided
that in any case where the Board in its absolute discretion, thinks fit, the Board may dispense with the
production of probate or letter of administration or succession certificate, upon such terms as to
indemnity or otherwise as the Board in its absolute discretion may think necessary and register the
name of any person who claims to be absolutely entitled to the shares standing in the name of a
deceased member as a member.
61. Transfers Not Permitted

No share shall in any circumstances be transferred to any infant, insolvent or person of unsound mind,
except fully paid shares through a legal guardian.
62. Transmission of Shares

Subject to the provisions of the Act and these Presents, any person becoming entitled to shares in
consequence of the death, lunacy, bankruptcy or insolvency of any members, or by any lawful means
other than by a transfer in accordance with these Articles may, with the consent of the Board (which it
shall not be under any obligation to give), upon producing such evidence as the Board thinks sufficient,
that he sustains the character in respect of which he proposes to act under this Article, or of his title,
either by registering himself as the holder of the shares or elect to have some person nominated by him
and approved by the Board, registered as such holder, provided, nevertheless, if such person shall elect
to have his nominee registered, he shall testify that election by executing in favour of his nominee an
instrument of transfer in accordance with the provision herein contained and until he does so he shall
not be freed from any liability in respect of the shares.
63. Rights on Transmission

A person entitled to a share by transmission shall, subject to the Directors right to retain such
dividends or money, be entitled to receive and may give discharge for any dividends or other moneys
payable in respect of the share.
Provided that the Board may at any time to give a notice requiring any such person to elect either to be
registered himself or to transfer the share and if the notice is not complied with within 90 days, the
Board may thereafter withhold payment of all dividends, bonus or other moneys payable in respect of
such share, until the requirements of notice have been complied with.
64. Instrument of Transfer to be Stamped

Every instrument of transfer shall be presented to the Company duly stamped for registration,
accompanied by such evidence as the Board may require to prove the title of the transferor his right to
transfer the shares and every registered instrument of transfer shall remain in the custody of the
Company until destroyed by order of the Board.
Where any instrument of transfer of shares has been received by the Company for registration and the
transfer of such shares has not been registered by the Company for any reason whatsoever, the
Company shall transfer the dividend in relation to such shares to a special account unless the Company
is authorized by the registered holder of such shares, in writing, to pay such dividend to the transferee
and will keep in abeyance any offer of right shares and/or bonus shares in relation to such shares.
65. Share Certificates to be Surrendered

Before the registration of a transfer, the certificate or certificates of the share or shares to be transferred
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must be delivered to the Company along with (save as provided in Section 108) properly stamped and
executed instrument of transfer.
66. No Fee on Transfer or Transmission

No fee shall be charged for:
(a) registration of transfers, transmission, probate, succession certificate and letters of

administration, certificate of death or marriage, power of attorney or similar other document;
and
(b) sub-division and/ or consolidation of shares and debentures and sub-division of letters of
allotment and split, consolidation, renewal and genuine transfer receipts into denomination
corresponding to the market unit of trading;
67. Company Not Liable to Notice of Equitable Rights

The Company shall incur no liability or responsibility whatever in consequence of its registering or
giving effect to any transfer of shares made or purporting to be made by any apparent legal owner
thereof (as shown or appearing in the Register) to the prejudice of persons having or claiming any
equitable rights, title or interest in the said shares, notwithstanding that the Company may have had
notice of such equitable rights referred thereto in any books of the Company and the Company shall not
be bound by or required to regard or attend to or give effect to any notice which may be given to it of
any equitable rights, title or interest or be under any liability whatsoever for refusing or neglecting to
do so, though it may have been entered or referred to in some book of the Company but the Company
shall nevertheless be at liberty to regard and attend to any such notice and give effect thereto if the
Board shall so think fit.
68. Transfer and Transmission of Debentures

The provisions of these Articles, shall, mutatis mutandis, apply to the transfer of or the transmission by
law of the right to debentures of the Company.
69. Dematerialisation of Securities

(i) Definitions: For the purpose of this Article:
Beneficial Owner means a person whose name is recorded as such with a Depository.
Depositories Act means the Depository Act, 1996, including any statutory modifications or
re-enactment for the time being in force.
Depository means a company formed and registered under the Act and which has been
granted a Certificate of Registration to act as a depository under the Securities and Exchange
Board of India Act 1992.
Participant means a person registered as such under Section 12 (1A) of the Securities and
Exchange Board of India Act, 1992.
Record includes the records maintained in the form of books or stored in a computer or in
such other form as may be determined by the regulations issued by the Securities and
Exchange Board of India in relation to the Depository Act, 1996.
Registered Owner means a Depository whose name is entered as such in the records of the
Company.
SEBI means the Securities and Exchange Board of India
Security means such security as may be specified by the Securities and Exchange Board of
India from time to time.
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(ii) Company to Recognize Interest in Dematerialized Securities under the Depositories Act, 1996.
The Company may exercise an option to issue, dematerialise, hold the securities (including
shares) with a Depository in electronic form and the certificates in respect thereof shall be
dematerialized, in which event the rights and obligations of the parties concerned and matters
connected therewith or incidental thereto shall be governed by the provisions of the
Depositories Act, 1996 as amended from time to time or any statutory modification(s) thereto
or re-enactment thereof.
(iii) Dematerialisation/ Re-Materialisation of Securities
Notwithstanding anything to the contrary or inconsistent contained in these Articles, the

Company shall be entitled to dematerialize its existing securities, re-materialize its securities
held in Depositories and/or offer its fresh securities in the de-materialized form pursuant to the
Depositories Act, 1996 and the rules framed there under, if any.
(iv) Option to Receive Security Certificate or Hold Securities With Depository
Every person subscribing to or holding securities of the Company shall have the option to
receive the security certificate or hold securities with a Depository. Where a person opts to
hold a security with the Depository, the Company shall intimate such Depository of the details
of allotment of the security and on receipt of such information, the Depository shall enter in its
record, the name of the allottees as the beneficial owner of that security.
(v) Securities in Electronic Form
All securities held by a Depository shall be dematerialized and held in electronic form. No
certificate shall be issued for the securities held by the Depository. Nothing contained in
Section 153, 153A, 153B, 187 B, 187 C and 372 of the Act, shall apply to a Depository in
respect of the securities held by it on behalf of the beneficial owners.
(vi) Beneficial Owner Deemed as Absolute Owner
Except as ordered by a court of competent jurisdiction or by law required, the Company shall
be entitled to treat the person whose name appears on the Register as the holder of any share
or whose name appears as the beneficial owner of any share in the records of the Depository
as the absolute owner thereof and accordingly shall not be bound to recognize any benami
trust or equity, equitable contingent, future, partial interest, other claim to or interest in respect
of such shares or (except only as by these Articles otherwise expressly provided) any right in
respect of a share other than an absolute right thereto in accordance with these Articles, on the
part of any other person whether or not it has expressed or implied notice thereof but the
Board shall at their sole discretion register any share in the joint names of any two or more
persons or the survivor or survivors of them.
(vii) Rights of Depositories and Beneficial Owners
Notwithstanding anything to the contrary contained in the Act, or these Articles, a Depository
shall be deemed to be the registered owner for the purpose of effecting transfer of ownership
of security on behalf of the beneficial owner.
Save as otherwise provided above, the Depository is the registered owner of the securities, and
shall not have any voting rights or any other rights in respect of the securities held by it.
Every person holding securities of the Company and whose name is entered as a beneficial
owner in the records of the Depository shall be deemed to be a member of the Company. The
beneficial owner of securities shall be entitled to all the rights and benefits and be subject to
all the liabilities in respect of his securities which are held by a Depository
(viii) Register and Index of Beneficial Owners
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The Company shall cause to be kept a Register and Index of members with details of shares
and debentures held in materialized and dematerialized forms in any media as may be
permitted by law including any form of electronic media.
The Register and Index of beneficial owners maintained by a Depository under the
Depositories Act, 1996 shall be deemed to be a Register and Index of members for the
purposes of this Act. The Company shall have the power to keep in any state or country
outside India a Branch register of Members resident in that state or country.
(ix) Cancellation of Certificates upon Surrender by Person
Upon receipt of certificate of securities on surrender by a person who has entered into an
agreement with the Depository through a participant, the Company shall cancel such
certificates and shall substitute in its record, the name of the Depository as the registered
owner in respect of the said securities and shall also inform the Depository accordingly.
(x) Service of Documents
Notwithstanding anything contained in the Act, or these Articles, to the contrary, where
securities are held in a Depository, the record of the beneficial ownership may be served by
such Depository on the Company by means of hard copies or through electronic mode or by
delivery of floppies or discs.
(xi) Allotment of Securities
Where the securities are dealt within a Depository, the Company shall intimate the details of
allotment of relevant securities to the Depository on allotment of such securities.
(xii) Transfer of Securities
The Company shall keep a Register of Transfers and shall have recorded therein fairly and
distinctly, particulars of every transfer or transmission of any share held in material form.
Nothing contained in these Articles shall apply to transfer of securities held in Depository.
(xiii) Distinctive Number of Securities Held in a Depository
The shares in the capital shall be numbered progressively according to their several
denominations, provided, however that the provisions relating to progressive numbering shall
not apply to the shares of the Company which are in dematerialized form.
(xiv) Provisions of Articles to Apply to Shares Held in Depository
Except as specifically provided in these Articles, the provisions relating to joint holders of
shares, calls, lien on shares, forfeiture of shares and transfer and transmission of shares shall
be applicable to shares held in Depository so far as they apply to shares held in physical form
subject to the provisions of the Depositories Act, 1996.
(xv) Depository to Furnish Information
Every Depository shall furnish to the Company information about the transfer of securities in
the name of the beneficial owner at such intervals and in such manner as may be specified by
laws and the Company in that behalf.
(xvi) Option to Opt Out in Respect of any Such Security
If a beneficial owner seeks to opt out of a Depository in respect of any security, he shall
inform the Depository accordingly. The Depository shall on receipt of such information make
appropriate entries in its records and shall inform the Company. The Company shall within 30
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(thirty) days of the receipt of intimation from a Depository and on fulfillment of such
conditions and on payment of such fees as may be specified by the regulations, issue the
certificate of securities to the beneficial owner or the transferee as the case may be.
(xvii) Overriding Effect of this Article
Provisions of this Article will have full effect and force not withstanding anything to the
contrary or inconsistent contained in any other Articles of these Presents.
70. Nomination Facility

(i) Every holder of shares, or holder of debentures of the Company may at any time, nominate, in
the prescribed manner a person to whom his shares in or debentures of the Company shall rest
in the event of his death.
(ii) Where the shares in or debentures of the Company are held by more than one person jointly,
the joint holders may together nominate in the prescribed manner, a person to whom all the
rights in the shares or debentures of the Company shall rest in the event of death of all the
joint holders.
(iii) Notwithstanding any thing contained in any other law for the time being in force or in any
disposition, whether testamentary or otherwise in respect of such shares in or debentures of
the Company where a nomination made in the prescribed manner purports to confer on any
person the right to vest the shares in or debentures of the Company, the nominee shall, on the
death of the shareholder or debentures holder of the Company or as the case may be on the
death of the joint holders become entitled to all the rights in the shares or debentures of the
Company or as the case may be all the joint holders in relation to such shares in or debenture
of the Company to the exclusion of all the other persons, unless the nomination is varied or
cancelled in the prescribed manner.
(iv) Where the nominee is a minor it shall be lawful for the holder of shares or debentures, to make
the nomination and to appoint in the prescribed manner any person to become entitled to
shares in or debentures of the Company in the event of his death in the event of minority of
the nominee.
(v) Any person who becomes a nominee by virtue of the provisions of Section 109A upon the
production of such evidence as may be required by the Board and subject as hereinafter
provided elect either
a) To be registered himself as holder of the shares or debentures as the case may be, or
b) To make such transfer of the share or debenture as the case may be, as the deceased
shareholder or debenture holder, as the case may be could have made.
If the person being a nominee, so becoming entitled, elects to be registered himself as a holder
of the share or debenture as the case may be, he shall deliver or send to the Company a notice
in writing signed by him stating that he so elects and such notice shall be accompanied with a
death certificate of the deceased shareholder or debenture holder as the case may be.
(vi) All the limitations, restrictions and provisions of this Act, relating to the right to transfer and
registration of transfer of shares or debentures shall be applicable to any such notice or
transfer as aforesaid as if the death of the member had not occurred and the notice or transfer
where a transfer is signed by that shareholder or debenture holder, as the case may be.
(vii) A person being a nominee, becoming entitled to a share or debenture by reason of the death of
the holder shall be entitled to same dividends and other advantages to which he would be
entitled if he were the registered holder of the share or debenture, except that he shall not,
before being registered a member in respect of his share of debenture, be entitled in respect of
it to exercise any right conferred by membership in relation to the meetings of the Company.
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Provided that the Board may, at any time, give notice requiring any such person to elect either
to be registered himself or to transfer the share or debenture and if the notice is not complied
with within 90 days, the Board may thereafter withhold payments of all dividends, bonus, or
other monies payable in respect of the share or debenture, until the requirements of the notice
have been complied with.
(viii) A Depository may in terms of Section 109A at any time, make a nomination and above
provisions shall as far as may be, apply to such nomination.
71. Buy Back of Shares

The Company shall be entitled to purchase its own shares or other securities, subject to such limits,
upon such terms and conditions and subject to such approvals as required under Sections 77A and other
applicable laws, if any.
72. Copies of Memorandum and Articles to be Sent to Members

Copies of the Memorandum and Articles of Association of the Company and other documents referred
to in Section 39 of the Act shall be sent by the Company to every member at his request within seven
days of the request on payment of such sum as may be prescribed.
SHARE WARRANTS
73. Rights to Issue Share Warrants

(a) The Company may issue Share Warrants subject to, and in accordance with provisions of
Section 114 and 115 of the Act.
(b) The Board may, in its discretion, with respect to any share which is fully paid up on
application in writing signed by the person registered as holder of the share, and authenticated
by such evidence (if any) as the Board may from time to time require as to the identity of the
person signing the application, and the amount of the stamp duty on the warrant and such fee
as the Board may from time to time require having been paid, issue a warrant.
74. Rights of Warrant Holders

(a) The bearer of the Share Warrant may at any time deposit the warrant at the Office of the
Company, and so long as the warrant remains so deposited, the depositor shall have the same
right to signing a requisition, for calling a meeting of the Company, and of attending, and
voting and exercising other privileges of a member at any meeting held after the expiry of two
clear days from time of the deposit, as if his name were inserted in the Register or Members as
the holder of the shares included in the deposited warrant.
(b) Not more than one person shall be recognized as the depositor of the Share Warrant.
(c) The Company shall, on two days written notice, return the deposited Share Warrant to the
depositor.
75. (a) Subject as herein otherwise expressly provided, no person shall, as bearer of a Share
Warrant, sign a requisition for calling a meeting of the Company, or attend, or vote or exercise
any other privileges of a member at a meeting of the Company, or be entitled to receive any
notice from the Company.
(b) The bearer of a Share Warrant shall be entitled in all other respects to the same privileges and
advantages as if he were named in the Register of Members as the holder of the shares
included in the warrant, and he shall be member of the Company.
76. Board to Make Rules

The Board may, from time to time, make rules as to the terms on which it shall think fit, a new Share
Warrant or coupon may be issued by way of renewal in case of defacement, loss or destruction.
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CONVERSION OF SHARES INTO STOCK AND RECONVERSION
77. Rights to Convert Shares into Stock & Vice-versa

The Company in general meeting may, by an Ordinary Resolution, convert any fully paid-up shares
into stock and when any shares shall have been converted into stock the several holders of such stock,
may henceforth transfer their respective interest therein, or any part of such interest in the same manner
and subject to the same Regulations as, and subject to which shares from which the stock arise might
have been transferred, if no such conversion had taken place. The Company may, by an Ordinary
Resolution reconvert any stock into fully paid up shares of any denomination. Provided that the Board
may, from time to time, fix the minimum amount of stock transferable, so however such minimum
shall not exceed the nominal amount of shares from which the stock arose.
78. Rights of Stock Holders

The holders of stock shall according to the amount of stock held by them have the same rights,
privileges and advantages as regards dividends, voting at meetings of the Company and other matters
as if they held the shares from which the stock arose; but no such privileges or advantages (except
participation in the dividends and profits of the Company and in the assets on winding-up) shall be
conferred by an amount of stock which would not, if existing in shares, have conferred those privileges
or advantages.
GENERAL MEETINGS
79. General Meetings

(a) The Company shall, in addition to any other meetings hold a general meeting which shall be
called as its Annual General Meeting, at the intervals and in accordance with the provisions of
the Act.
(b) The Board may, whenever it thinks fit, convene an Extraordinary General Meeting at such
date, time and at such place as it deems fit, subject to such directions if any, given by the
Board.
80. Extraordinary Meetings on Requisition

The Board shall on, the requisition of members convene an Extraordinary General Meeting of the
Company in the circumstances and in the manner provided under Section 169 of the Act.
81. Notice for General Meetings

All general meetings shall be convened by giving not less than twenty- one days notice excluding the
day on which the notice is served or deemed to be served (i.e. on expiry of 48 hours after the letter
containing the same is posted) and the date of the meeting, specifying the place and hour of the meeting
and in case of any special business proposed to be transacted, the nature of that business shall be given
in the manner mentioned in Section 173 of the Act. Notice shall be given to all the shareholders and to
such persons as are under the Act and/or these Articles entitled to receive such notice from the
Company but any accidental omission to give notice to or non-receipt of the notice by any member or
other person to whom it should be given shall not invalidate the proceedings of any general meeting.
The members may participate in general meetings through such modes as permitted by applicable laws.
82. Shorter Notice Admissible

With the consent of all the members entitled to vote, at an Annual General Meeting or with the consent
of the members holding 95 percent of such part of the paid-up share capital of the Company as gives a
right to vote thereat, any general meeting may be convened by giving a shorter notice than twenty one
days.
83. Special and Ordinary Business

(a) All business shall be deemed special that is transacted at an Extraordinary General Meeting
and also that is transacted at an Annual General Meeting with the exception of sanctioning of
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dividend, the consideration of the accounts, balance sheet and the reports of the Directors and
Auditors, the election of Directors in place of those retiring by rotation and the appointment of
and the fixing up of the remuneration of the auditors.
(b) In case of special business as aforesaid, an explanatory statement as required under Section
173 of the Act shall be annexed to the notice of the meeting.
84. Quorum for General Meeting

Five members or such other number of members as the law for the time being in force prescribes,
personally present shall be quorum for a general meeting and no business shall be transacted at any
general meeting unless the requisite quorum is present at the commencement of the meeting.
85. Time for Quorum and Adjournment

If within half an hour from the time appointed for a meeting a quorum is not present, the meeting, if
called upon the requisition of members, shall be dissolved and in any other case, it shall stand
adjourned to the same day in the next week at the same time and place or to such other day and at such
other time and place as the Directors may determine. If at the adjourned meeting also a quorum is not
present within half an hour from the time appointed for the meeting, the members present shall be
quorum and may transact the business for which the meeting was called.
86. Chairman of General Meeting

The Chairman, if any, of the Board of Directors shall preside as Chairman at every general meeting of
the Company.
87. Election of Chairman

If there is no such Chairman or if at any meeting he is not present within fifteen minutes after the time
appointed for holding the meeting or is unwilling to act as Chairman, the members present shall choose
another Director as Chairman and if no Director be present or if all the Directors decline to take the
chair then the members present shall choose someone of their number to be the Chairman.
88. Adjournment of Meeting

The Chairman may, with the consent given in the meeting at which a quorum is present (and shall if so
directed by the meeting) adjourn that meeting from time to time and from place to place but no
business shall be transacted at any adjourned meeting other than the business left unfinished at the
meeting from which the adjournment took place. When the meeting is adjourned for thirty days or
more, notice of the adjourned meeting shall be given as nearly as may be in the case of an original
meeting. Save as aforesaid it shall not be necessary to give any notice of adjournment of the business to
be transacted at an adjourned meeting.
89. Voting at Meeting

At any general meeting, a resolution put to the vote at the meeting shall be decided on a show of hands,
unless a poll is (before or on the declaration of the result of the show of hands) demanded in
accordance with the provisions of Section 179 of the Act. Unless a poll is so demanded, a declaration
by the Chairman that the resolution had, on a show of hands been carried unanimously or by a
particular majority or lost and an entry to that effect in the book of the proceedings of the Company
shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded
in favour of or against that resolution.
90. Decision by Poll

If a poll is duly demanded in accordance with the provisions of the Act, it shall be taken in such
manner as the Chairman directs and the results of the poll shall be deemed to be the decision of the
meeting on the resolution in respect of which the poll was demanded.
91. Casting Vote of Chairman

In case of equal votes, whether on a show of hands or on a poll, the Chairman of the meeting at which
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the show of hands takes place or at which the poll is demanded shall be entitled to a second or a casting
vote in addition to the vote or votes to which he may be entitled to as a member.
92. Poll to be Immediate

(a) A poll demanded on the election of Chairman or on a question of adjournment shall be taken
forthwith. A poll demanded on any other question shall be taken at such time not later than
forty eight hours from the time of demand as the Chairman of the meeting directs.
(b) A demand for a poll shall not prevent the continuance of a meeting for the transaction of any
business other than that on which a poll has been demanded. The demand for a poll may be
withdrawn at anytime by the person or persons who made the demand.
93. Passing Resolutions by Postal Ballot

(a) Notwithstanding any of the provisions of these Articles, the Company may, and in the case of
resolutions relating to such business as notified under the Companies (Passing of the
Resolution by Postal Ballot) Rules, 2011 or other applicable law to be passed by postal ballot,
shall get any resolution passed by means of a postal ballot, instead of transacting the business
in the general meeting of the Company.
(b) Where the Company decides to pass any resolution by resorting to postal ballot, it shall follow
the procedures as prescribed under Section 192A of the Act and the Companies (Passing of
the Resolution by Postal Ballot) Rules, 2011, as amended from time.
VOTE OF MEMBERS
94. Voting Rights of Members

a) On a show of hands every member holding equity shares and present in person shall have one
vote.
b) On a poll, every member holding equity shares therein shall have voting rights in proportion to
his share of the paid up equity share capital.
c) On a poll, a member having more than one vote, or his proxy or other persons entitled to vote
for him need not use all his votes in the same way.
95. Voting by Joint-holders

In case of joint-holders the vote of first named of such joint-holders who tender a vote whether in
person or by proxy shall be accepted to the exclusion of the votes of other joint holders.
96. Voting by Member of Unsound Mind

A member of unsound mind, or in respect of whom an order has been made by any court having
jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other
legal guardian, and any such committee or legal guardian may, on a poll vote by proxy.
97. No Right to Vote Unless Calls are Paid

No Member shall be entitled to vote at any general meeting unless all calls or other sums presently
payable by him have been paid, or in regard to which the Company has lien and has exercised any right
of lien.
98. Proxy
On a poll, votes may be given either personally or by proxy.
99. Instrument of Proxy

The instrument appointing a proxy shall be in writing under the hand of appointer or of his attorney
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duly authorized in writing or if appointed by a Corporation either under its common seal or under the
hand of its attorney duly authorized in writing. Any person whether or not he is a member of the
Company may be appointed as a proxy.
The instrument appointing a proxy and power of attorney or other authority (if any) under which it is
signed must be deposited at the Office of the Company not less than forty eight hours prior to the time
fixed for holding the meeting at which the person named in the instrument proposed to vote, or, in case
of a poll, not less than twenty four hours before the time appointed for the taking of the poll, and in
default the instrument of proxy shall not be treated as valid.
A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the
previous death or insanity of the principal or the revocation of the proxy or of the authority under
which the proxy was executed, or the transfer of shares in respect of which the proxy is given, provided
that no intimation in writing of such death, insanity, revocation or transfer shall have been received by
the Company at its office before the commencement of the meeting at which the proxy is used.
100. The form of proxy shall be two way proxies as given in Schedule IX of the Act enabling the
shareholder to vote for/against any resolution.
101. Validity of Proxy
A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the
previous death of or insanity of the principal or the revocation of the proxy or of the authority under
which the proxy was executed or the shares in respect of revocation or transfer shall have been received
by the Company at its Office before the commencement of the meeting or adjourned meeting at which
the proxy is used.
102. Corporate Members
Any corporation which is a member of the Company may, by resolution of its Board of Directors or
other governing body, authorize such person as it thinks fit to act as its representative at any meeting of
the Company and the said person so authorized shall be entitled to exercise the same powers on behalf
of the corporation which he represents as that corporation could have exercised if it were an individual
member of the Company (including the right to vote by proxy).
DIRECTORS
103. Number of Directors
Unless otherwise determined by general meeting, the number of Directors shall not be less than three
and not more than twelve, including all kinds of Directors.
The following shall be first directors of the Company
(a) Mr. Adesh Kumar Gupta
(b) Mr. Vikram Dhondu Rao
(c) Mr Natarajan Vishwanathan Balachander
104. Share Qualification Not Necessary
Any person whether a member of the Company or not may be appointed as Director and no
qualification by way of holding shares shall be required of any Director.
105. Directors Power to Fill-up Casual Vacancy
The Board of Directors shall have power at any time and from time to time to appoint subject to the
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provisions of these Presents any person as a Director to fill a casual vacancy and any Director so
appointed to fill a casual vacancy shall hold office only upto the date upto which the Director in whose
place he is appointed would have held office if it had not been vacated.
106. Additional Directors
The Board of Directors shall have power at any time and from time to time to appoint one or more
persons as Additional Directors provided that the number of Directors and Additional Directors
together shall not exceed the maximum number fixed. An additional Director so appointed shall hold
office up to the date of the next Annual General Meeting of the Company and shall be eligible for
appointment by the Company as a Director at that Meeting subject to provisions of the Act.
107. Alternate Directors
Subject to Section 313 of the Act, the Board of Directors may appoint an alternate Director to act for a
Director (hereinafter called the original Director) during the absence of the original Director for a
period of not less than 3 months from the State in which the meetings of the Board are ordinarily held.
An alternate Director so appointed shall vacate office if and when the original Director returns to the
State in which the meetings of the Board are ordinarily held. If the term of office of the original
Director is determined before he so returns to the State aforesaid, any provision for the automatic
reappointment of retiring Directors in default of another appointment shall apply to the original and not
to the alternate Director.
108. Remuneration of Directors
A Director (other than a Managing Director or Whole- Time Director) may receive a sitting fee not
exceeding such sum as may be prescribed by the Act or the Central Government from time to time for
each meeting of the Board of Directors or any Committee thereof attended by him. The remuneration
of Directors including Managing Director and/or Whole-time Director may be paid in accordance with
the applicable provisions of the Act.
The Board of Directors may allow and pay or reimburse any Director who is not a bonafide resident of
the place where a meeting of the Board or of any Committee is held and who shall come to such place
for the purpose of attending such meeting or for attending its business at the request of the Company,
such sum as the Board may consider fair compensation for travelling, and out-of-pocket expenses and
if any Director be called upon to go or reside out of the ordinary place of his residence on the
Company's business he shall be entitled to be reimbursed any travelling or other expenses incurred in
connection with the business of the Company.
109. Remuneration for Extra Services
If any Director, being willing, shall be called upon to perform extra services or to make any special
exertions (which expression shall include work done by Director as a member of any Committee
formed by the Directors) in going or residing away from the town in which the Office of the Company
may be situated for any purposes of the Company or in giving any special attention to the business of
the Company or as member of the Board, then subject to the provisions of the Act the Board may
remunerate the Director so doing either by a fixed sum, or by a percentage of profits or otherwise and
such remuneration, may be either in addition to or in substitution for any other remuneration to which
he may be entitled.
110. Continuing Director May Act
The continuing Directors may act notwithstanding any vacancy in the Board but if the number is
reduced below three, the continuing Directors or Director may act for the purpose of increasing the
number of Directors to three or for summoning a general meeting of the Company but for no other
purpose.
111. Vacation of Office of Director
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The Office of a Director shall be deemed to have been vacated under the circumstances enumerated
under Section 283 of the Act.
112. Equal Power to Director
Except as otherwise provided in these Articles all the Directors of the Company shall have in all
matters equal rights and privileges and be subject to equal obligations and duties in respect of the
affairs of the Company.
ROTATION AND RETIREMENT OF DIRECTOR
113. One-Third of Directors to Retire Every Year
At the Annual General Meeting of the Company to be held in every year, one third of such of the
Directors as are liable to retire by rotation for time being, or, if their number is not three or a multiple
of three then the number nearest to one third shall retire from office, and they will be eligible for re-
election. Provided nevertheless that the Managing Director or Whole time Director(s), appointed shall
not retire by rotation under this Article nor shall they be included in calculating the total number of
Directors of whom one third shall retire from office under this Article.
114. Retiring Directors Eligible Ror Re-election
A retiring Director shall be eligible for re-election and the Company, at the Annual General Meeting at
which a Director retires in the manner aforesaid may fill up the vacated office by electing a person
thereto.
115. Which Director to Retire
The Directors to retire in every year shall be those who have been longest in office since their last
election, but as between persons who became Directors on the same day, those to retire shall (unless
they otherwise agree among themselves) be determined by lots.
116. Retiring Director to Remain in Office Till Successors Appointed
Subject to the provisions of the Act, if at any meeting at which an election of Directors ought to take
place, the place of the vacating Director(s) is not filled up and the meeting has not expressly resolved
not to fill up the vacancy and not to appoint the retiring director, the meeting shall stand adjourned till
the same day in the next week at the same time and place or if that day is a public holiday till the next
succeeding day which is not a public holiday at the same time and place, and if at the adjourned
meeting the place of the retiring Director(s) is not filled up and the meeting has also not expressly
resolved not to fill up the vacancy, then the retiring Director(s) or such of them as have not had their
places filled up shall be deemed to have been reappointed at the adjourned Meeting
117. Increase or Reduction in the Number of Directors
Subject to the provisions of Section 252, 255, 259 of the Act, the Company in general meeting may by
Ordinary Resolution increase or reduce the number of its Directors.
118. Power to Remove Director by Ordinary Resolution
Subject to the provisions of the Act, the Company may by an Ordinary Resolution in general meeting
remove any Director before the expiration of his period of office and may, by an Ordinary Resolution,
appoint another person instead; the person so appointed shall be subject to retirement at the same time
as if he had become a Director on the day on which the Director in whose place he is appointed was
last elected as Director.
119. Right of Persons Other Than Retiring Directors to Stand for Directorship
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A person not being a retiring Director shall, in accordance with Section 257 of the Act, be eligible for
appointment to the office of a Director at any general meeting if he or some other member intending to
propose him as a Director not less than 14 days before the meeting has left at the office of the
Company, a notice in writing under his hand signifying his candidature for the office of the Director or
the intention of such member to propose him as a candidate for that office as the case may be, along
with the prescribed deposit amount which shall be refunded to such person or as the case may be, to
such member if the person succeeds in getting elected as Directors.
120. Directors may Contract with the Company
(a) Subject to the provisions of Section 295, 297, 299, 300, 302, 314 and other applicable
provisions, if any, of the Act, the Directors shall not be disqualified by reason of his or their
office as such from contracting with the Company either as vendor, purchaser, lender, agent,
broker, lessor or otherwise nor shall any such contract, or arrangement entered into by or on
behalf of the Company with such Director or with any company, body corporate or
partnership in which he shall be a member or otherwise interested be avoided nor shall any
Director so contracting or being such member or so interested be liable to account to the
Company for any profit realized by such contract or arrangement by reason only of such
Director holding that office or of fiduciary relation thereby established but the nature of the
interest must be disclosed by him or them at the meeting of Directors at which the contract or
arrangement is determined if the interest then exists or in any other case at the first meeting of
the Directors after the acquisition of the interest.
(b) A general notice such as is referred to in sub-section (3) of Section 299 of the Act shall be
sufficient disclosure under this Article as provided in that Section.
121. Directors Not Liable for Retirement
The Company in general meeting may, when appointing a person as a Director declare that his
continued presence on the Board of Directors is of advantage to the Company and that his office as
Director shall not be liable to be determined by retirement by rotation for such period until the
happening of any event of contingency set out in the said resolution.
122. Director for Companies Promoted by the Company
Directors of the Company may be or become a Director of any company promoted by the Company or
in which it may be interested as vendor, shareholder or otherwise and no such Director shall be
accountable for any benefits received as a Director or member of such Company subject to compliance
with applicable provisions of the Act.
PROCEEDINGS OF BOARD OF DIRECTORS
123. Meetings of the Board
(a) The Board of Directors shall meet at least once in every three months for the dispatch of
business, adjourn and otherwise regulate its meetings and proceedings as it thinks fit in
accordance with the provisions of the Act, provided that at least four such meetings shall be
held in every year.
(b) The Chairman may, at any time, and the company secretary or such other Officer of the
Company as may be authorised in this behalf on the requisition of Director shall at any time
summon a meeting of the Board. Notice in writing of every meeting of the Board shall be
given to every Director for the time being in India, and at his usual address in India to every
other Director.
(c) The Directors may participate in Board Meetings through such modes as permitted by
applicable laws.
124. Quorum
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Subject to the provisions of the Act, the quorum for a meeting of the Board shall be one-third of its
total strength (any fraction contained in that one-third being rounded off as one) or two Directors
whichever is higher, provided that where at any time the number of interested Directors is equal to or
exceeds two-thirds of total strength, the number of remaining Directors, that is to say the number of
Directors who are not interested, present at the meeting being not less than two, shall be the quorum
during such time. The total strength of the Board shall mean the number of Directors actually holding
office as Directors on the date of the resolution or meeting, that is to say, the total strength of Board
after deducting there from the number of Directors, if any, whose places are vacant at the time. The
term interested director means any Director who presence cannot, by reason of Section 300 of the Act
be counted for the purpose of forming a quorum at meeting of the Board, at the time of the discussion
or vote on the concerned matter or resolution.
125. Questions How Decided
(a) Save as otherwise expressly provided in the Act, a meeting of the Board for the time being at
which a quorum is present shall be competent to exercise all or any of the authorities, powers
and discretions for the time being vested in or exercisable by the Directors generally and all
questions arising at any meeting of the Board shall be decided by a majority of the Board.
(b) In case of an equality of votes, the Chairman shall have second or casting vote in addition to
his vote as Director.
126. Election of Chairman of Board
(a) The Board may elect a Chairman of its meeting and determine the period for which he is to
hold office.
(b) If no such Chairman is elected or at any meeting the Chairman is not present within five
minutes after the time appointed for holding the meeting the Directors present may choose one
among themselves to be the Chairman of the Meeting.
127. Delegation of Powers
(a) The Board may, subject to the provisions of the Act, delegate any of its powers to committees
consisting of such members of its body as it thinks fit.
(b) Any committee so formed shall, in the exercise of the power so delegated conform to any
regulations that may be imposed on it by the Board.
128. Election of Chairman of Committee
(a) A committee may elect a Chairman of its meeting. If no such Chairman is elected or if at any
meeting the Chairman is not present within five minutes after the time appointed for holding
the meeting, the members present may choose one among themselves to be the Chairman of
the Committee Meeting.
(b) The quorum of a committee may be fixed by the Board of Directors.
129. Questions How Determined
(a) A committee may meet and adjourn as it thinks proper.
(b) Questions arising at any meeting of a committee shall be determined by the sole member of
the committee or by a majority of votes as the members present as the case may be and in case
of an equality of vote the Chairman shall have a second or casting vote, in addition to his vote
as a member of the committee.
130. Validity of Acts Done by Board or a Committee
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All acts done by any meeting of the Board, of a committee thereof, or by any person acting as a
Director shall notwithstanding that it may be afterwards discovered that there was some defect in the
appointment of any one or more of such Directors or of any person acting as aforesaid or that they or
any of them were disqualified be as valid as if even such Director or such person has been duly
appointed and was qualified to be a Director.
131. Resolution by Circulation
Save as otherwise expressly provided in the Act, a resolution in writing circulated in draft together with
the necessary papers, if any, to all the Directors or to all the members of the committee then in India,
not being less in number than the quorum fixed of the meeting of the Board or the Committee, as the
case may be and to all other Directors or members at their usual address in India and approved by such
of the Directors as are then in India or by a majority of such of them as are entitled to vote at the
resolution shall be valid and effectual as if it had been a resolution duly passed at a meeting of the
Board or committee duly convened and held.
132. Maintenance of Foreign Register
The Company may exercise the powers conferred on it by Sections 157 and 158 with regard to the
keeping of a foreign register; and the Board may (subject to the provisions of those sections) make and
vary such regulations as it may think fit respecting the keeping any register.
133. Borrowing Powers
(a) The Board of Directors may from time to time but with such consent of the Company in
general meeting as may be required under the Act raise any moneys or sums of money for the
purpose of the Company provided that the moneys to be borrowed by the Company apart from
temporary loans obtained from the Companys bankers in the ordinary course of business shall
not, without the sanction of the Company at a general meeting, exceed the aggregate of the
paid up capital of the Company and its free reserves, that is to say, reserves not set apart for
any specified purpose and in particular, but subject to the provisions of Section 292 and 293
and other applicable provisions of the Act, the Board may from time to time at their discretion
raise or borrow or secure the payment of any such sum of money for the purpose of the
Company, by the issue of debentures, perpetual or otherwise, including debentures convertible
into shares of this or any other Company or perpetual annuities and to secure any such money
so borrowed, raised or received, mortgage, pledge or charge the whole or any part of the
property, assets or revenue of the Company present or future, including its uncalled capital by
special assignment or otherwise or to transfer or convey the same absolutely or in trust and to
give the lenders powers of sale and other powers as may be expedient and to purchase, redeem
or pay off any such securities.
Provided that every resolution passed by the Company in general meeting in relation to the
exercise of the power to borrow as stated shall specify the total amount up to which moneys
may be borrowed by the Board Directors.
(b) The Directors may by resolution at a meeting of the Board delegate the above power to borrow
money otherwise than on debentures to a committee of Directors or Managing Director or to
any other person permitted by applicable law, if any, within the limits prescribed.
(c) Subject to provisions of the above sub-clause, the Directors may, from time to time, at their
discretion, raise or borrow or secure the repayment of any sum or sums of money for the
purposes of the Company, at such time and in such manner and upon such terms and
conditions in all respects as they think fit, and in particular, by promissory notes or by
receiving deposits and advances with or without security or by the issue of bonds, perpetual or
redeemable debentures (both present and future) including its uncalled capital for the time
being or by mortgaging or charging or pledging any lands, buildings, goods or other property
and securities of the Company, or by such other means as they may seem expedient.
(d) To the extent permitted under the applicable law and subject to compliance with the
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requirements thereof, the Directors shall be empowered to grant loans to such entities at such
terms as they may deem to be appropriate and the same shall be in the interests of the
Company.
134. Assignment of Debentures
Debentures may be assignable free from any equities between the Company and the person to whom
the same may be issued.
135. Term of Issue of Debentures
Any debentures, debenture stock or other securities may be issued at a discount, premium or otherwise
and may be issued on condition that they shall be convertible into shares of any denomination and with
any privileges and conditions as to redemption, surrender, drawings, allotment of shares, attending (but
not voting) at the general meeting, appointment of Directors and otherwise. Debentures with a right of
conversion into or allotment of shares shall be issued only with the consent of the Company in a
general meeting by a Special Resolution.
136. Register of Charges
The Directors shall cause a proper register to be kept, in accordance with the Act, of all mortgages and
charges specifically affecting the property of the Company and shall duly comply with the
requirements of the Act in regard to the registration of mortgages and charges therein specified.
137. Charge of Uncalled Capital
Where any uncalled capital of the Company is charged as security or other security is created on such
uncalled capital, the Directors may authorize, subject to the provisions of the Act and these Articles,
make calls on the members in respect of such uncalled capital in trust for the person in whose favour
such charge is executed.
138. Subsequent Assigns of Uncalled Capital
Where any uncalled capital of the Company is charged, all persons taking any subsequent charge
thereon shall take the same subject to such prior charges and shall not be entitled to obtain priority over
such prior charge.
139. Charge in Favour of Director for Indemnity
If the Director or any person, shall become personally liable for the payment of any sum primarily due
from the Company, the Board may execute or cause to be executed any mortgage, charge or security
over or affecting the whole or part of the assets of the Company by way of indemnity to secure the
Directors or other persons so becoming liable as aforesaid from any loss in respect of such liability.
140. Powers to be Exercised by Board only by Meeting
(a) The Board of Directors shall exercise the following powers on behalf of the Company and the
said powers shall be exercised only by resolution passed at the meeting of the Board:
(i) Power to make calls on shareholders in respect of moneys unpaid on their shares;
(ii) Power to issue debentures;
(iii) Power to borrow money otherwise than on debentures:
(iv) Power to invest the funds of the Company;
(v) Power to make loans.
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(b) The Board of Directors may by a resolution passed at a meeting delegate to any committee of
Directors or the Managing Director or to any person permitted by applicable law the powers
specified in sub clauses (a) (iii), (iv) and (v) above.
(c) Every resolution delegating the power set out in sub clause (a) (iii) above shall specify the
total amount up to which moneys may be borrowed by the said delegate.
(d) Every resolution delegating the power referred to in sub-clause (a) (iv) above shall specify the
total amount, up to which the fund may be invested and the nature of the investments which
may be made by the delegate.
(e) Every resolution delegating the power referred to in sub-clause (a) (v) above shall specify the
total amount up to which the loans may be made by the delegate, the purposes for which the
loans may be made and the maximum amount of loans which may be made for each such
purpose in individual cases.
141. Making Liability of Directors Unlimited
The Company may, by Special Resolution in a general meeting, alter its memorandum of association so
as to render unlimited the liability of its Directors or of any Director or manager in accordance with
MANAGING DIRECTOR(S) and/ or WHOLE-TIME DIRECTOR(S)
142. Managing Directors/ Whole Time Directors
(a) The Board may from time to time and with such sanction of the Central Government as may
be required by the Act, appoint one or more of the Directors to the office of the Managing
Director and/ or Whole Time Directors for such term and subject to such remuneration, terms
and conditions as they may think fit.
(b) The Directors may from time to time resolve that there shall be either one or more Managing
Directors and/ or Whole time Directors.
(c) In the event of any vacancy arising in the office of a Managing Director and/or Whole-time
Director, the vacancy shall be filled by the Board of Directors subject to the approval of the
members.
(d) If a Managing Director and/or whole time Director ceases to hold office as Director, he shall
ipso facto and immediately cease to be Managing Director/ Whole Time Director.
(e) The Managing Director and/or Whole Time Director shall not be liable to retirement by
rotation as long as he holds office as Managing Director or Whole Time Director.
143. Powers and Duties of Managing Director or Whole Time Director
The Managing Director/ Whole Time Director shall subject to the supervision, control and direction of
the Board and subject to the provisions of the Act, exercise such powers as are exercisable under these
Presents by the Board of Directors, as they may think fit and confer such power for such time and to be
exercised as they may think expedient and they may confer such power either collaterally with or to the
exclusion of any such substitution for all or any of the powers of the Board of Directors in that behalf
and may from time to time revoke, withdraw, alter or vary all or any such powers. The Managing
Directors/ whole time Directors may exercise all the powers entrusted to them by the Board of
Directors in accordance with the Boards direction.
144. Remuneration of Managing Directors/ Whole Time Directors
Subject to the provisions of the Act and subject to such sanction of Central Government/ financial
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institutions as may be required for the purpose, the Managing Directors/ whole time Directors shall
receive such remuneration (whether by way of salary, perquisites, commission or participation in
profits or partly in one way and partly in another) as the Company in general meeting may from time to
time determine.
145. Reimbursement of Expenses
The Managing Directors/ whole time Directors shall be entitled to charge and be paid for all actual
expenses, if any, which they may incur for or in connection with the business of the Company. They
shall be entitled to appoint part time employees in connection with the management of the affairs of the
Company and shall be entitled to be paid by the Company any remuneration that they may pay to such
part time employees.
146. Business to be Carried on by Managing Directors/ whole time Directors
(a) The Managing Directors/ whole time Director shall have subject to the supervision, control
and discretion of the Board, the management of the whole of the business of the Company and
of all its affairs and shall exercise all powers and perform all duties in relation to the
management of the affairs and transactions of Company, except such powers and such duties
as are required by law or by these Presents to be exercised or done by the Company in general
meeting or by Board of Directors and also subject to such conditions or restrictions imposed
by the Act or by these Presents.
(b) Without prejudice to the generality of the foregoing and subject to the supervision and control
of the Board of Directors, the business of the Company shall be carried on by the Managing
Director/ whole time Director and he shall have all the powers except those which are by law
or by these Presents or by any resolution of the Board required to be done by the Company in
general meeting or by the Board.
(c) The Board may, from time to time delegate to the Managing Director or whole time Director
such powers and duties and subject to such limitations and conditions as they may deem fit.
The Board may from time to time revoke, withdraw, alter or vary all or any of the powers
conferred on the Managing Director or Whole time Director by the Board or by these Presents.
COMMON SEAL
147. Custody of Common Seal
The Board shall provide for the safe custody of the Common Seal for the Company and they shall have
power from time to time to destroy the same and substitute a new seal in lieu thereof; and the Common
Seal shall be kept at the Office of the Company and committed to the custody of the Managing Director
or the Secretary if there is one.
148. Seal How Affixed
The seal shall not be affixed to any instrument except by authority of a resolution of the Board or a
committee of the Board authorised by it in that behalf, and except in the presence of at least 2 Directors
or or any two persons as the Board may appoint for the purpose. Every deed or other instrument to
which the seal is required to be affixed shall, unless the same is executed by a duly constituted attorney
for the Company, be signed by a Director or the persons/secretary aforesaid in whose presence the seal
shall have been affixed provided nevertheless that any instrument bearing the seal of the Company and
issued for valuable consideration shall be binding on the Company notwithstanding any irregularity
touching the authority issuing the same.
Provided that certificates of shares may be under the signatures of such persons as provided by the
Companies (Issue of Share Certificates) Rules, 1960 in force from time to time. Save as otherwise
expressly provided by the Act a document or proceeding requiring authentication by the Company may
be signed by a Director, or the Secretary or any other Officer authorised in that behalf by the Board and
need not be under its Seal.
174
149. The Company may exercise the powers conferred by Section 50 of the Act with regard to having an
official seal for use abroad and such powers shall accordingly be vested in the Directors or any other
person duly authorized for the purpose.
DIVIDEND
150. Right to dividend
(a) The profits of the Company, subject to any special rights, relating thereto created or
authorized to be created by these Presents and subject to the provisions of these Presents as to
the reserve fund, shall be divisible among the members in proportion to the amount of capital
paid up on the shares held by them respectively on the last day of the year of account in
respect of which such dividend is declared and in the case of interim dividends on the close of
the last day of the period in respect of which such interim dividend is paid.
(b) Any amount paid up in advance of calls on any shares may carry interest, but shall not entitle
the holder of the share to participate in respect thereof or confer a right to participate in the
profits or dividends subsequently declared.
151. Declaration of Dividends
The Company in general meeting may declare dividends but no dividend shall exceed the amount
recommended by the Board.
152. Interim Dividends
The Board may from time to time pay to the members such interim dividends as appear to them to be
justified by the profits of the Company.
153. Dividends to be Paid Out of Profits
No dividend shall be payable except out of the profits of the Company for that year or any other
undistributed profits except as provided by Section 205 of the Act.
154. Reserve Funds
(a) The Board may, before recommending any dividends, set aside out of the profits of the
Company such sums as it thinks proper as a reserve or reserves which shall at the discretion of
the Board, be applied for any purpose to which the profits of the Company may be properly
applied, including provision for meeting contingencies or for equalizing dividends and
pending such application, may, at the like discretion either be employed in the business of the
Company or be invested in such investments (other than shares of the Company) as the Board
may, from time to time think fit.
(b) The Board may also carry forward any profits when it may think prudent not to appropriate to
the reserve.
155. Deduction of Arrears
Subject to Section 205 of the Act, no Member shall be entitled to receive payment of any interest or
dividend in respect of his share or shares whilst any money may be due or owing from him to the
Company in respect of such share or shares of or otherwise howsoever wither alone or jointly with any
other person or persons and the Board may deduct from any dividend payable to any members all sums
of money, if any, presently payable by him to the Company on account of the calls or otherwise in
relation to the shares of the Company.
156. Adjustment of Dividends Against Calls
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Any general meeting declaring a dividend may make a call on the Members as such amount as the
meeting fixed, but so that the call on each Member shall not exceed the dividend payable to him and so
that the call be made payable at the same time as the dividend and the dividend may, if so arranged
between the Company and the Members be set off against the call.
157. Receipt of Joint Holder
Any one of two or more joint holders of a share may give effectual receipt for any dividends, or other
moneys payable in respect of such shares.
158. Notice of Dividends
Notice of any dividend that may have been declared shall be given to the persons entitled to share
thereto in the manner mentioned in the Act.
159. Dividends Not to Bear Interest
No dividends shall bear interest against the Company.
160. Transfer of Shares and dividends
Subject to the provisions of Section 206A of the Act, any transfer of shares shall not pass the right to
any dividend declared thereon before the registration of the transfer.
161. Unpaid or Unclaimed Dividend
(a) Where the Company has declared a dividend but which has not been paid or claimed within 30
days from the date of declaration, the Company shall within seven days from the date of
expiry of the said period of 30 days, transfer the total amount of dividend which remains
unpaid or unclaimed within the said period of 30 days, to a special account to be opened by
the Company in that behalf in any scheduled bank to be called Unpaid Dividend Account of
Peter England Fashions and Limited.
(b) Any money transferred to the unpaid dividend account of the Company which remains unpaid
or unclaimed for a period of seven years from the date of such transfer, shall be transferred by
the Company to the fund known as Investors Education and Protection Fund established under
section 205C of the Act.
(c) No unclaimed or unpaid dividend shall be forfeited by the Board before the claim becomes
barred by law.
CAPITALISATION OF PROFITS
162. Capitalisation of Profits
(a) The Company in general meeting, may, on recommendation of the Board resolve:
(i) That it is desirable to capitalise any part of the amount for the time being standing to
the credit of the Companys reserve accounts or to the credit of the profit and loss
account or otherwise available for distribution; and
(ii) That such sum be accordingly set free for distribution in the manner specified in the
sub-clause (i) amongst the members who would have been entitled thereto if
distributed by way of dividend and in the same proportion.
(b) The sum aforesaid shall not be paid in cash but shall be applied, either in or towards:
(i) Paying up any amounts for the time being unpaid on shares held by such members
176
respectively
(ii) Paying up in full, unissued share of the Company to be allotted and distributed,
credited as fully paid up, to and amongst such members in the proportions aforesaid;
or
(iii) Partly in the way specified in sub-clause (i) and partly that specified in sub clause
(ii).
(c) A share premium account may be applied as per Section 78 of the Act and a capital
redemption reserve account may, only be applied in the paying up of unissued shares to be
issued to members of the Company as fully paid bonus shares.
(d) The Board shall give effect to the resolution passed by the Company in pursuance of these
Regulations.
163. Power of Directors for Declaration of Bonus Issue
(a) Whenever such a resolution as aforesaid shall have been passed, the Board shall:
(i) make all appropriations and applications of the undivided profits resolved to be
capitalized thereby and all allotments and issues of fully paid shares, if any, and
(ii) generally do all acts and things required to give effect thereto.
(b) The Board shall have full power:
(i) to make such provisions, by the issue of fractional certificates or by payments in cash
or otherwise as it thinks fit, in the case of shares or debentures becoming
distributable in fraction; and also
(ii) to authorize any person, on behalf of all the members entitled thereto, to enter into an
agreement with the Company providing for the allotment to such members, credited
as fully paid up, of any further shares or debentures to which they may be entitled
upon such capitalization or (as the case may require) for the payment of by the
Company on their behalf, by the application thereto of their respective proportions of
the profits resolved to be capitalised of the amounts or any parts of the amounts
remaining unpaid on the shares.
(c) Any agreement made under such authority shall be effective and binding on all such members.
ACCOUNTS
164. Books of Account to be Kept
(a) The Board of Directors shall cause true accounts to be kept of all sums of money received and
expended by the Company and the matters in respect of which such receipts and expenditure
takes place, of all sales and purchases of goods by the Company, and of the assets, credits and
liabilities of the Company.
(b) If the Company shall have a Branch Office, whether in or outside India, proper books of
account relating to the transactions effected at the office shall be kept at that office, and proper
summarized returns made upto date at intervals of not more than three months, shall be sent
by Branch Office to the Company at its Office or to such other place in India, as the Board
thinks fit where the main books of the Company are kept.
(c) All the aforesaid books shall give a fair and true view of the affairs of the Company or of its
Branch Office, as the case may be with respect to the matters aforesaid, and explain its
177
transactions.
165. Where Books of Accounts to be Kept
The books of accounts shall be kept at the Office or at such other place in India as the Directors think
fit.
166. Inspection by Members
No member (not being a Director) shall have any right of inspecting any account or books or
documents of the Company except as conferred by statute.
167. Boards Report to be Attached to Balance Sheet
(a) Every balance sheet laid before the Company in general meeting shall, as required under
Section 217 of the Act, have attached to it a report by the Board of Directors with respect to
the state of the Companys affairs, the amounts if any, which it proposes to carry to any
reserves in such balance sheet; and the amount, if any which it recommends to be paid by way
of dividend, material changes and commitments, if any, effecting the financial positions of the
Company which have occurred between the end of the Financial Year of the Company to
which the balance sheet related and the date of report.
(b) The report shall, so far as it is material for the appreciation of the state of the Companys
affairs by its members and will not in the Boards opinion be harmful to the business of the
Company or any of its subsidiaries deal with any changes which have occurred during the
Financial Year in the nature of the Companys business, or in the Companys subsidiaries or
in nature of the business carried on by them and generally in the classes of business in which
the Company has an interest.
(c) The Boards report shall also include a statement showing the name of every employee of the
Company who was in receipt of such sum as remuneration as may be prescribed by the Act or
the Central Government from time to time during the year to which the report pertains.
(d) The Board shall also give the fullest information and explanation in its report or in cases
falling under the proviso to Section 222, in an addendum to that report on every reservation,
qualification or adverse remark contained in the Auditors report.
(e) The Board shall have the right to assign any person being a Director with a duty of seeing that
the provisions of sub-clauses (a) to (d) of this Article are complied with.
AUDIT
168. Accounts to be Audited
Every balance sheet and profit and loss account shall be audited by one or more Auditors to be
appointed as hereinafter set out.
(a) The Company at the Annual General Meeting in each year shall appoint an Auditor or
Auditors to hold office from the conclusion of that meeting until conclusion of the next
Annual General Meeting and every Auditor so appointed shall be intimated of his appointment
within seven days.
(b) Where at an Annual General Meeting, no Auditors are appointed, the Central Government
may appoint a person to fill the vacancy and fix the remuneration to be paid to him by the
Company for his services.
(c) The Company shall within seven days of the Central Governments power under sub clause
(b) becoming exercisable, give notice of that fact to the Government.
178
(d) The Directors may fill any casual vacancy in the office of an Auditor but while any such
vacancy continues, the remaining auditors (if any) may act. Where such a vacancy is caused
by the resignation of an Auditor, the vacancy shall only be filled by the Company in general
meeting.
(e) A person, other than a retiring Auditor, shall not be capable of being appointed at an Annual
General Meeting unless special notice of a resolution of appointment of that person to the
office of Auditor has been given by a member to the Company not less than fourteen days
before the meeting in accordance with Section 190 and the Company shall send a copy of any
such notice to the retiring Auditor and shall give notice thereof to the members in accordance
with provisions of Section 190 and all the other provision of Section 225 shall apply in the
matter. The provisions of this sub-clause shall also apply to a resolution that a retiring auditor
shall not be re-appointed.
(f) The persons qualified for appointment as Auditors shall be only those referred to in Section
226 of the Act.
(g) None of the persons mentioned in Section 226 of the Act as are not qualified for appointment
as auditors shall be appointed as Auditors of the Company.
169. Audit of Branch Offices
The Company shall comply with the provisions of the Act in relation to the audit of the accounts of
Branch Offices of the Company.
170. Remuneration of Auditors
The remuneration of the Auditors shall be fixed by the Company as authorized in general meeting from
time to time.
SERVICE OF DOCUMENTS AND NOTICE
171. Service of Document on the Company
A document may be served on the Company or an Officer by sending it to the Company or Officer at
Office of the Company by registered post, or by leaving it at the Office or by such other methods as
may be permitted under law.
172. How Document is to be Served on Members:
(a) A document (which expression for this purpose shall be deemed to have included and include
any summons, notice requisition, process order, judgment or any other document in relation to
or in winding up of the Company) may be served or sent to the Company on or to any
Member either personally or by sending it by post to his registered address or (if he has no
registered address in India) to the address, if any, within India supplied by him to the
Company for the service of notice to him.
(b) All notices shall, with respect to any registered share to which persons are entitled jointly, be
given to whichever of such persons is named first in the Register and the notice so given shall
be sufficient notice to all the holders of such share.
(c) Where a document is sent by post
(i) Service thereof shall be deemed to be effected by properly addressing, paying and
posting a letter containing the notice provided that where a Member has intimated to
the Company in advance that documents should be sent to him under a certificate of
179
posting or by registered post without acknowledgement due and has deposited with
the Company a sum sufficient to defray expenses of doing so, service of the
documents shall not be deemed to be effected unless it is sent in the manner
intimated by the Member, and
(ii) Unless the contrary is provided, such service shall be deemed to have been effected
a. In the case of a notice of a meeting, at the expiry of forty-eight hours the

letter containing the notice is posted; and
b. In any other case, at the time at which the letter would be delivered in
ordinary course of post.
173. Members to Notify Address in India
Each registered holder of shares from time to time notify in writing to the Company such place in India
to be registered as his address and such registered place of address shall for all purposes be deemed to
be his place of residence.
174. Service on Members Having No Registered Address
If a Member has no registered address in India, and has not supplied to the Company any address
within India, for the giving of the notices to him, a document advertised in a newspaper circulating in
the neighborhood of Office of the Company shall be deemed to be duly served to him on the day on
which the advertisement appears.
175. Service on Persons Acquiring Shares on Death or Insolvency of Members
A document may be served by the Company on the persons entitled to a share in consequence of the
death or insolvency of a member by sending it through the post in a prepaid letter addressed to them by
name or by the title or representatives of the deceased, assignees of the insolvent by any like
description at the address (if any) in India supplied for the purpose by the persons claiming to be so
entitled, or (until such an address has been so supplied) by serving the document in any manner in
which the same might have been served as if the death or insolvency had not occurred.
176. Persons Entitled to Notice of General Meetings
Subject to the provisions of the Act and these Articles, notice of general meeting shall be given:
(i) To the Members of the Company as provided by these Presents.
(ii) To the persons entitled to a share in consequence of the death or insolvency of a member.
(iii) To the Auditors for the time being of the Company; in the manner authorized by as in the case
of any member or members of the Company.
177. Notice by Advertisement
Subject to the provisions of the Act any document required to be served or sent by the Company on or
to the Members, or any of them and not expressly provided for by these Presents, shall be deemed to be
duly served or sent if advertised in a newspaper circulating in the District in which the Office is
situated.
178. Members Bound by Document Given to Previous Holders
Every person, who by the operation of law, transfer or other means whatsoever, shall become entitled
to any shares shall be bound by every document in respect of such share which, previously to his name
and address being entered in the Register, shall have been duly served on or sent to the person from
180
whom he derived his title to such share.
179. Any notice to be given by the Company shall be signed by the Managing Director or by such Director
or Secretary (if any) or Officer as the Directors may appoint. The signature to any notice to be given by
the Company may be written or printed or lithographed.
AUTHENTICATION OF DOCUMENTS
180. Authentication of Documents and Proceedings
Save as otherwise expressly provided in the Act or these Articles, a document or proceeding requiring
authentication by the Company may be signed by a Director, the Managing Director, the Manager, the
Secretary or an authorized Officer of the Company and need not be under its seal.
WINDING UP
181. Application of Assets
Subject to the provisions of the Act as to preferential payment the assets of the Company shall, on its
winding up, be applied in satisfaction of its liabilities pari passu and, subject to such application shall
be distributed among the Members according to their rights and interests in the Company.
182. Division of Assets of the Company in Specie among Members
If the Company shall be wound up whether voluntarily or otherwise the liquidators may with sanction
of a Special Resolution divide among the contributories in specie or kind or any part of the assets of the
Company and any with like sanction vest any part of the assets of the Company in trustees upon such
trusts for the benefit of the contributories or any of them, as the liquidators with the like sanction shall
think fit, in case any share to be divided as aforesaid involve as liability to calls or otherwise any
persons entitled under such division to any of the said shares may within ten days after the passing of
the Special Resolution by notice in writing, direct the liquidators to sell his proportion and pay them
the net proceeds, and the liquidators shall, if practicable, act accordingly.
INDEMNITY AND RESPONSIBILITY
183. Directors and Others Right to Indemnity
(a) Subject to the provisions of the Act, the Managing Director and every Director Manager,
Secretary and other Officer or employee of the Company shall be indemnified by the
Company against any liability and it shall be the duty of Directors, out of the funds of the
Company to pay, all costs and losses and expenses (including traveling expenses) which any
such Director, Officer or employee may incur or become liable to by reason of any contract
entered into or act or deed done by him as such Managing Director or Director, Officer or
employee or in any way in the discharge of his duties.
(b) Subject as aforesaid the Managing Director and every Director, Manager, Secretary or other
Officer or employee of the Company shall be indemnified against any liability incurred by
them or in defending any proceeding whether civil or criminal in which judgment is given in
their or his favour or in which he is acquitted or discharged or in connection with any
application under Section 633 of the Act in which relief is given to him by the Court.
184. Not Responsible for Acts of Others
(a) Subject to the provisions of Section 201 of the Act, no Director or other Officer of the
Company shall be liable for the acts, receipt, neglects or defaults of any other Director or
Officer, or for joining in any receipt or other act for conformity or for any loss or expenses
happening to the Company through insufficiency or deficiency of title to any property
181
acquired by order of the Director for or on behalf of the Company, or for the insufficiency or
deficiency of any security in or upon which any of the moneys of the Company shall be
invested, or for any loss or damage arising from the bankruptcy, insolvency, or tortuous act of
any person, company or corporation, with whom any moneys, securities or effects shall be
entrusted or deposited or for any loss occasioned by any error of judgment or over sight in his
part or for any other loss or damage or misfortune whatever which shall happen in the
execution of the duties of his office or in relation thereto, unless the same happens through his
own willful act or default.
(b) Without prejudice to the generality foregoing it is hereby expressly declared that any filing fee
payable or any document required to be filed with Registrar of Companies in respect of any
act done or required to be done by any Director or other Officer by reason of his holding the
said office, shall be paid and borne by the Company.
SECRECY CLAUSE
185. Secrecy
No Member shall be entitled to inspect the Companys works without the permission of the Managing
Director or to require discovery of any information respectively any detail of the Companys trading or
any matter which is or may be in the nature of a trade secret, history of trade or secret process which
may be related to the conduct of the business of the Company and which in the opinion of the
Managing Director it will be inexpedient in the interest of the members of the Company to
communicate to the public.
186. Duties of Officers to Observe Secrecy
Every Director, Managing Directors, Manager, Secretary, Auditor, trustee, members of Committee,
Officer, servant, agent, accountant or other persons employed in the business of the Company shall, if
so required by the Director before entering upon his duties, or any time during his term of office, sign a
declaration pledging himself to observe secrecy relating to all transactions of the Company and the
state of accounts and in matters relating thereto and shall by such declaration pledge himself not to
reveal any of such matters which may come to his knowledge in the discharge of his official duties
except which are required so to do by the Directors or any meeting or by a court of law and except so
far as may be necessary in order to comply with any of the provision of these Articles or law.
182
XVII. DOCUMENTS FOR INSPECTION
(a) Memorandum and Articles of Association of the Company along with Certificate of Incorporation and
Certificate of Commencement of Business issued by Registrar of Companies, .
(b) The Order of the Honble High Court of Bombaydated March 01, 2013 sanctioning the Scheme of
Arrangement.
(c) Letters issued by BSE and NSE according their no objection to the Scheme.
(d) Copy of Tripartite Agreement with National Securities Depository Ltd. and Central Depository
Services (India) Ltd.
(e) Memorandum of Understanding with the Registrar and Share Transfer Agent.
(f) Annual Report containing the Audited Accounts of the Company as of March 31, 2012, 2011, 2010,
and 2009 and Audited Financial Statements for March 31, 2013. .
(g) SEBI Letter granting relaxation from the applicability of Rule 19(2)(b) of the Securities Contract
Regulation (Rules) 1975 for listing of Shares of the Company .
183
XVIII. DECLARATION
All statements made in this Information Memorandum are true and correct.
On behalf of the Board of Directors of the Company
Place: Mumbai
Date: July 15, 2013
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Information Memorandum

PANTALOONS FASHION & RETAIL LIMITED

Corporate & Registered Office:

NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED PURSUANT TO THIS INFORMATION

ABSOLUTE RESPONSIBILITY OF PANTALOONS FASHION & RETAIL LIMITED

Axis Capital Limited

Sr. No. Particulars Page No.

I. DEFINITIONS, ABBREVIATIONS AND INDUSTRY RELATED TERMS 3

I. DEFINITIONS, ABBREVIATIONS AND INDUSTRY RELATED TERMS

Act The Companies Act, 1956.

Information Memorandum This document as filed with the Stock Exchanges.

RoC, Registrar of Companies Registrar of Companies, Maharashtra, Mumbai.

Aforesaid Scheme was approved by the Honble High Court of Mumbai on

Certain Conventions; Use of Market Data

General economic and business conditions in India and other countries;

II. RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF

RISKS RELATING TO OUR BUSINESS

INTERNAL RISK FACTORS

EXTERNAL RISK FACTORS

14. Competition in the Industry:

15. Changes in Government policies

17. Legal and Compliance Risk

18. Sensitivity to economy and extraneous factors

19. Terrorist attacks and other acts of violence

RISKS RELATING TO OUR INDUSTRY

21. Slowdown/ deceleration of the Indian economy.

RISKS RELATING TO THE INVESTMENT IN OUR EQUITY SHARES:

III. INDUSTRY AND BUSINESS OVERVIEW

Item 2004-05 2005-06 2006-07 2007-08 2008-09

Increasing number of International Brands

Mid-sized companies foraying in to the retail sector

Increased presence of modern retail

Penetration into tier II and tier III towns

Changing trends in consumer wardrobe

Our strengths and competitive advantages

footwear, watches, books, music, toys etc.

Pan India Footprint: Unparalleled reach

Diversified geographical presence

Strong customer connect

Focus on superior Customer experience

Strong brand portfolio

Diversified customer base

PANTALOONS FASHION & RETAIL LIMITED

Corporate and Registered Office:

Board as on the date of filing of the Information Memorandum

Sr. No. Name Designation

Authority for Listing

General Disclaimer from the Company

The BSE does not in any manner:

The NSE does not in any manner:

Dispatch of share certificates

Previous Rights and Public Issues:

Commission and brokerage on previous issues:

Companies under the Same Management

Promise vis--vis performance

Stock Market Data for Equity Shares of the Company

Disposal of Investor Grievances

Compliance Officer and Company Secretary:

Share Transfer Agent:

Link Intime India Private Limited

IV. CAPITAL STRUCTURE SHARE CAPITAL

A. Share Capital of Resulting Company Pre-Scheme of Demerger:

PARTICULARS AMOUNT (Rs.)